Common use of Failure to File or Obtain Effectiveness of the Registration Statement Clause in Contracts

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline, or (iv) after the effectiveness, a Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (any such failure or breach being referred to as an “Event”), then in addition to any other rights the holders of the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (“Liquidated Damages”) and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four percent (24%) of the aggregate Purchase Price paid by such holder pursuant to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event.

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a In the event the Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadlineon or before the Scheduled Effective Date, or (iv) if after the effectiveness, a Registration Statement ceases has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages to any reason to remain continuously effective as to all holder of Registrable Securities for which it is required by reason of any such delay in or reduction of its ability to be effective, or sell the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate underlying shares of 40 calendar days during any 12-month period Common Stock (which need remedy shall not be consecutive calendar days) (any such failure or breach being referred to as an “Event”), then in addition to exclusive of any other rights the holders of the Convertible Debentures may have hereunder remedies at law or under applicable law, on each such Event date and on each monthly anniversary of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedin equity), the Company shall will pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) and not as to the holder, at the holder’s option, either a penaltycash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and two percent (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four percent (24%) of the aggregate Purchase Price paid liquidated value of the Units outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein to the contrary, to the extent that the registration of any or all of the Registrable Securities by such holder the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities Purchase Agreement. The partial Liquidated Damages pursuant permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to the terms hereof shall apply on a daily prosuch Non-rata basis for any portion of a month prior to the cure of an EventRegistered Shares.

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a In the event the Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” Scheduled Filing Deadline or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness on or before the Scheduled Effective Deadline, or (iv) if after the effectiveness, a Registration Statement ceases has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages to any reason to remain continuously effective as to all holder of Registrable Securities for which it is required by reason of any such delay in or reduction of its ability to be effective, or sell the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate underlying shares of 40 calendar days during any 12-month period Common Stock (which need remedy shall not be consecutive calendar days) (exclusive of any such failure other remedies at law or breach being referred to as an “Event”in equity), then in addition the Company will pay as liquidated damages (the "LIQUIDATED DAMAGES") to any other rights the holders holder, at the holder's option, either a cash amount or shares of the Company's Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value of the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each holder of Convertible Debentures an amount in cash, outstanding as partial liquidated damages (“Liquidated Damages”) and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants for each thirty (30) day period after the Scheduled Filing Deadline or Warrant Shares and (2) the maximum aggregate Schedule Effective Deadline as the case may be. Any Liquidated Damages payable hereunder shall not limit, prohibit or preclude the Investor from seeking any other remedy available to a holder of Convertible Debentures it under this Agreement shall be twenty-four percent (24%) of the aggregate Purchase Price paid by such holder pursuant to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Eventcontract, at law or in equity.

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a In the event the Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” Scheduled Filing Deadline or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadlineon or before the Scheduled Effective Date, or (iv) if after the effectiveness, a Registration Statement ceases has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement beyond any Allowable Blackout Period because the Company failed to keep the Registration Statement effective or current, then as partial relief for the damages to any reason to remain continuously effective as to all holder of Registrable Securities for which it is required by reason of any such delay in or reduction of its ability to be effective, or sell the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate underlying shares of 40 calendar days during any 12-month period Common Stock (which need remedy shall not be consecutive calendar days) (exclusive of any such failure other remedies at law or breach being referred to as an “Event”in equity), then in addition the Company will pay as liquidated damages (the "LIQUIDATED DAMAGES") to any other rights the holders holder, at the holder's option, either a cash amount or shares of the Company's Common Stock within three (3) business days, after demand therefore, equal to one percent (1%) of the liquidated value of the Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (“Liquidated Damages”) and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such holder pursuant be. Notwithstanding anything herein to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company contrary, in no event shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four exceed twenty percent (2420%) of the aggregate Purchase Price paid by such holder pursuant to the Securities Purchase Agreementfor all Investors. The partial Common Stock issued as Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Eventnot be deemed Registrable Securities.

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a In the event the Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” Scheduled Filing Deadline or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadlineon or before the Scheduled Effective Date, or (iv) if after the effectiveness, a Registration Statement ceases has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages to any reason to remain continuously effective as to all holder of Registrable Securities for which it is required by reason of any such delay in or reduction of its ability to be effective, or sell the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate underlying shares of 40 calendar days during any 12-month period Common Stock (which need remedy shall not be consecutive calendar days) (exclusive of any such failure other remedies at law or breach being referred to as an “Event”in equity), then in addition the Company will pay as liquidated damages (the "LIQUIDATED DAMAGES") to any other rights the holders holder, at the holder's option, either a cash amount or shares of the Company's Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value of the Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may have hereunder or under applicable law, on each such Event date and on each monthly anniversary be. If paid in the form of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedCommon Stock, the Company amount of stock to be issued will be calculated as follows: the value of the stock shall pay to each holder of Convertible Debentures an amount in cash, as partial be the Closing Bid Price on the date the liquidated damages (“Liquidated Damages”) and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four percent (24%) of the aggregate Purchase Price paid by such holder pursuant to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Eventpayment is demanded.

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a In the event the Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” Scheduled Filing Deadline or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness on or before the Scheduled Effective Deadline, or (iv) if after the effectiveness, a Registration Statement ceases has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for any reason to remain continuously effective as to all Registrable Securities for which it is required sales to be effectivemade pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or the Holders are otherwise not permitted in addition to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive filing a new registration statement or post effective amendment within thirty (30) calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (any such failure or breach being referred to as an “Event”determining that there are insufficient shares of Common Stock registered), then in addition as relief for the damages to any other rights holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the holders underlying shares of the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of each such Event date Common Stock (if the applicable Event which remedy shall not have been cured by such date) until the applicable Event is curedbe exclusive of any other remedies at law or in equity), the Company shall will pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) and not as to the holder, at the holder’s option, either a penalty, cash amount or shares of the Company’s Common Stock equal to 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and two percent (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four percent (24%) of the aggregate Purchase Price paid by such holder pursuant Liquidation Amount (as defined in the Certificate of Designation of Series A Convertible Preferred Shares) outstanding as Liquidated Damages for each thirty (30) day period or any part thereof after the Scheduled Filing Deadline or the Scheduled Effective Deadline as the case may be. Any Liquidated Damages payable hereunder shall not limit, prohibit or preclude the Investor from seeking any other remedy available to the Securities Purchase Agreementit under contract, at law or in equity. The partial Company shall pay the Investor the Liquidated Damages pursuant to within three (3) business days of the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an EventInvestor making written demand.

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a In the event the Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” Scheduled Filing Deadline or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadlineon or before the Scheduled Effective Date, or (iv) if after the effectiveness, a Registration Statement ceases has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages to any reason to remain continuously effective as to all holder of Registrable Securities for which it is required by reason of any such delay in or reduction of its ability to be effective, or sell the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate underlying shares of 40 calendar days during any 12-month period Common Stock (which need remedy shall not be consecutive calendar days) (any such failure or breach being referred to as an “Event”), then in addition to exclusive of any other rights the holders of the Convertible Debentures may have hereunder remedies at law or under applicable law, on each such Event date and on each monthly anniversary of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedin equity), the Company shall will pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) and not as to the holder, at the holder’s option, either a penaltycash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and two percent (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four percent (24%) of the aggregate Purchase Price paid liquidated value of the Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein to the contrary, to the extent that the registration of any or all of the Registrable Securities by such holder the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities Purchase Agreement. The partial Liquidated Damages pursuant permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to the terms hereof shall apply on a daily prosuch Non-rata basis for any portion of a month prior to the cure of an EventRegistered Shares.

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a In the event the Registration Statement is not filed on or prior to its before the Scheduled Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), Deadline or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness on or before the Scheduled Effective Deadline, or (iv) if after the effectiveness, a Registration Statement ceases has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Ordinary Shares, or otherwise then as partial relief for the damages to any reason to remain continuously effective as to all holder of Registrable Securities for which it is required by reason of any such delay in or reduction of its ability to be effective, or sell the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate underlying shares of 40 calendar days during any 12-month period Ordinary Shares (which need remedy shall not be consecutive calendar days) (any such failure or breach being referred to as an “Event”), then in addition to exclusive of any other rights the holders of the Convertible Debentures may have hereunder remedies at law or under applicable law, on each such Event date and on each monthly anniversary of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedin equity), the Company shall will pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) and not as to the holder, at the holder’s option, either a penaltycash amount or a number of the Company’s Ordinary Shares, after demand therefore, equal to 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and two percent (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four percent (24%) of the aggregate Purchase Price paid by such holder pursuant to liquidated value of the Securities Purchase Agreement. The partial Convertible Notes outstanding as Liquidated Damages pursuant for each thirty (30) day period (or pro rata part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Such amount shall be paid (or such Ordinary Shares shall be issued) within 30 days following the end of the month or partial month to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Eventwhich they relate.

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a In the event the Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” Scheduled Filing Deadline or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness on or before the Scheduled Effective Deadline, or (iv) if after the effectiveness, a Registration Statement ceases has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for any reason to remain continuously effective as to all Registrable Securities for which it is required sales to be effectivemade pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or the Holders are otherwise not permitted in addition to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive filing a new registration statement or post effective amendment within thirty (30) calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (any such failure or breach being referred to as an “Event”determining that there are insufficient shares of Common Stock registered), then in addition as relief for the damages to any other rights holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the holders underlying shares of the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of each such Event date Common Stock (if the applicable Event which remedy shall not have been cured by such date) until the applicable Event is curedbe exclusive of any other remedies at law or in equity), the Company shall will pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) and not as to the holder, at the holder’s option, either a penalty, cash amount or shares of the Company’s Common Stock equal to 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and two percent (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four percent (24%) of the aggregate Purchase Price paid by such holder pursuant Liquidation Amount (as defined in the Certificate of Designation of Series C Convertible Preferred Shares) outstanding as Liquidated Damages for each thirty (30) day period or any part thereof after the Scheduled Filing Deadline or the Scheduled Effective Deadline as the case may be. Any Liquidated Damages payable hereunder shall not limit, prohibit or preclude the Investor from seeking any other remedy available to the Securities Purchase Agreementit under contract, at law or in equity. The partial Company shall pay the Investor the Liquidated Damages pursuant to within three (3) business days of the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an EventInvestor making written demand.

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a In the event the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” Scheduled Filing Deadline or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadlineon or before the Scheduled Effective Date, or (iv) if after the effectiveness, a Initial Registration Statement ceases has been declared effective by the SEC, sales cannot be made pursuant to the Initial Registration Statement (whether because of a failure to keep the Initial Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Initial Registration Statement, failure to register sufficient Common Shares or otherwise then as partial relief for the damages to any reason to remain continuously effective as to all holder of Registrable Securities for which it is required by reason of any such delay in or reduction of its ability to be effective, or sell the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period underlying Common Shares (which need remedy shall not be consecutive calendar days) (exclusive of any such failure other remedies at law or breach being referred to as an “Event”in equity), then in addition subject to any other rights the holders terms of the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedSubordination Agreement, the Company shall will pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) and not as to the Investors, at the Investors’ option, either a penaltycash amount or the Company’s Common Shares within three (3) business days, after demand therefor, equal to 2.0% two percent (2%) of the aggregate purchase price paid by such holder pursuant to principal value of the Securities Purchase Agreement for any Convertible Debentures then held by such holderoutstanding as Liquidated Damages for each thirty (30) day period after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Total Liquidated Damages paid, however, shall not exceed an amount equal to fifteen percent (15%) of the outstanding principal amount of the Convertible Debentures. The parties agree that (1) the Company shall not be liable for liable, however, to pay any Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) if the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four percent (24%) of the aggregate Purchase Price paid by such holder pursuant to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month Initial Registration Statement has not been declared effective prior to the cure of an EventScheduled Effective Date exclusively due to issues raised by the SEC related to Rule 415 promulgated under the 1933 Act.

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a In the event the Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” Scheduled Filing Deadline or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadlineon or before the Scheduled Effective Date, or (iv) if after the effectiveness, a Registration Statement ceases has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement other than for a period of sixty (60) calendar days commencing upon the filing of a post-effective amendment to such Registration Statement, after such sixty (60) day calendar period if sales cannot be made pursuant to the Registration Statement the Company shall be subject to the liquidated damages provisions of this section, (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages to any reason to remain continuously effective as to all holder of Registrable Securities for which it is required by reason of any such delay in or reduction of its ability to be effective, or sell the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate underlying shares of 40 calendar days during any 12-month period Common Stock (which need remedy shall not be consecutive calendar days) (exclusive of any such failure other remedies at law or breach being referred to as an “Event”in equity), then in addition the Company will pay as liquidated damages (the "LIQUIDATED DAMAGES") to any other rights the holders holder, at the holder's option, either a cash amount or shares of the Company's Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value of the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each holder of Convertible Debentures an amount in cash, outstanding as partial liquidated damages (“Liquidated Damages”) and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants for each thirty (30) day period after the Scheduled Filing Deadline or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four percent (24%) of Scheduled Effective Date as the aggregate Purchase Price paid by such holder pursuant to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Eventcase may be.

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a In the event the Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” Scheduled Filing Deadline or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness on or before the Scheduled Effective Deadline, or (iv) if after the effectiveness, a Registration Statement ceases has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise, except for any reason grace period provided in Section 3(e) hereof) (“Maintenance Failure”) then as partial relief for the damages to remain continuously effective as to all any holder of Registrable Securities for which it is required by reason of any such delay in or reduction of its ability to be effective, or sell the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate underlying shares of 40 calendar days during any 12-month period Common Stock (which need remedy shall not be consecutive calendar days) (any such failure or breach being referred to as an “Event”), then in addition to exclusive of any other rights the holders of the Convertible Debentures may have hereunder remedies at law or under applicable law, on each such Event date and on each monthly anniversary of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedin equity), the Company shall will pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) and not as a penalty, to the holder, a cash amount equal to 2.0% two percent (2%) per month of the aggregate purchase price outstanding principal amount of the Amended and Restated Convertible Debentures outstanding. The initial payment of Liquidated Damages shall be made on the date the Scheduled Filing Deadline, Scheduled Effective Deadline or Maintenance Failure occurs, and shall continue and be paid by every thirtieth (30th) day thereafter (or, if cured prior to any such holder pursuant subsequent thirtieth (30) day, within three (3) business days following such cure) until the Registration Statement is filed or declared effective or such Maintenance Failure is cured, as the case may be. Notwithstanding anything contained herein to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for contrary, no Liquidated Damages payments under this Agreement (excluding any accrued Liquidated Damages’ payments under the Prior Registration Rights Agreement pursuant to Section 2(e)) shall exceed, with respect to any Warrants or Warrant Shares a particular Investor, twelve and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four one half percent (2412.5%) of the aggregate Purchase Price paid by principal amount of such holder pursuant to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an EventInvestor’s Amended and Restated Convertible Debentures.

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a In the event the Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” Scheduled Filing Deadline or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadlineon or before the Scheduled Effective Date, or (iv) if after the effectiveness, a Registration Statement ceases has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise) then as partial relief for the damages to any reason to remain continuously effective as to all holder of Registrable Securities for which it is required to be effective, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate by reason of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (any such failure delay in or breach being referred reduction of its ability to sell the underlying shares of Common Stock, but not including a Blackout Period (as an “Event”defined in Section 3(e), ) then in addition to any other rights the holders of the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall will pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) and not as to the holder, at the holder’s option, either a penaltycash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that one percent (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four percent (24%) of the aggregate Purchase Price paid by such holder liquidated value of the Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be (pro rated on a daily basis), up to and not in excess of a maximum of fifteen (15) thirty-day periods. Common Stock issued pursuant to the Securities Purchase Agreement. The partial Liquidated Damages pursuant immediately preceding sentence shall be valued at a price equal to the terms hereof shall apply volume weighted average price of the Common Stock on a daily pro-rata basis for any portion of a month prior to the cure of an Eventdate due."

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline, or (iv) after the effectiveness, a Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (any such failure or breach being referred to as an “Event”), then in addition to any other rights the holders of the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (“Liquidated Damages”) and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four percent (24%) of the aggregate Purchase Price paid by such holder pursuant to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event.

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a In the event the Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” Scheduled Filing Deadline or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness on or before the Scheduled Effective Deadline, or (iv) if after the effectiveness, a Registration Statement ceases has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages to any reason to remain continuously effective as to all holder of Registrable Securities for which it is required by reason of any such delay in or reduction of its ability to be effective, or sell the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate underlying shares of 40 calendar days during any 12-month period Common Stock (which need remedy shall not be consecutive calendar days) (any such failure or breach being referred to as an “Event”), then in addition to exclusive of any other rights the holders of the Convertible Debentures may have hereunder remedies at law or under applicable law, on each such Event date and on each monthly anniversary of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedin equity), the Company shall will pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (“Liquidated Damages”) the "LIQUIDATED DAMAGES"), and not as a penalty, to the holder, at the holder's option, either a cash amount or shares of the Company's Common Stock equal to 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and two percent (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four percent (24%) of the aggregate Purchase Price liquidated value of the Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period on any part thereof after the Scheduled Filing Deadline or the Scheduled Effective Deadline as the case may be. Any Liquidated Damages payable hereunder shall not limit, prohibit or preclude the Investor from seeking any other remedy available to it under contract, at law or in equity. The Liquidated Damages shall offset against the proceeds to be paid by such holder pursuant the Investor in the last tranche under the Convertible Debentures or, if the last tranche has been paid to the Securities Purchase Agreement. The partial Company, then the Company shall pay the Investor the Liquidated Damages pursuant to within three (3) business days of the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an EventInvestor making written demand.

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a In the event the Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” Scheduled Filing Deadline or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadlineon or before the Scheduled Effective Date, or (iv) if after the effectiveness, a Registration Statement ceases has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages to any reason to remain continuously effective as to all holder of Registrable Securities for which it is required by reason of any such delay in or reduction of its ability to be effective, or sell the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate underlying shares of 40 calendar days during any 12-month period Common Stock (which need remedy shall not be consecutive calendar days) (any such failure or breach being referred to as an “Event”), then in addition to exclusive of any other rights the holders of the Convertible Debentures may have hereunder remedies at law or under applicable law, on each such Event date and on each monthly anniversary of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedin equity), the Company shall will pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) and not as to the holder, at the holder’s option, either a penaltycash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and two percent (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four percent (24%) of the aggregate Purchase Price paid liquidated value of the Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein to the contrary, to the extent that the registration of any or all of the Registrable Securities by such holder the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities Purchase Agreementpermissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Shares. The partial Liquidated Damages pursuant payable hereunder shall not be required provided that: (a) the Registration Statement is filed by the Scheduled Filing Deadline, (b) the Company is current in its cash payments to the terms hereof shall apply on a daily pro-rata basis for any portion Investor and (c) when shares of a month prior Common Stock are being issued to Investor in lieu of cash (as agreed by the cure Investor), the Company is able to and does deliver to Investor shares of an EventCommon Stock that are freely transferable by the Investor.

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a In the event the Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” Scheduled Filing Deadline or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadlineon or before the Scheduled Effective Date, or (iv) if after the effectiveness, a Registration Statement ceases has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise) then as partial relief for the damages to any reason to remain continuously effective as to all holder of Registrable Securities for which it is required by reason of any such delay in or reduction of its ability to be effective, or sell the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate underlying shares of 40 calendar days during any 12-month period Common Stock (which need remedy shall not be consecutive calendar days) (any such failure or breach being referred to as an “Event”), then in addition to exclusive of any other rights the holders of the Convertible Debentures may have hereunder remedies at law or under applicable law, on each such Event date and on each monthly anniversary of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedin equity), the Company shall will pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) and not as to the holder, at the holder’s option, either a penaltycash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and two percent (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four percent (24%) of the aggregate Purchase Price paid by such holder pursuant liquidated value of the Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be; provided, however, that the Investor shall not be entitled to the Securities Purchase Agreement. The partial any Liquidated Damages pursuant to this Agreement, if the terms hereof Registration Statement shall apply on not have been declared effective by the Commission, within the time periods set forth herein solely as a daily pro-rata basis for any portion result of a month prior the SEC raising an issue with respect to the cure Investor or with respect to the structure of an Event.the transaction contemplated by the Transaction Documents..

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a In the event the Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadlineon or before the Scheduled Effective Date, or (iv) if after the effectiveness, a Registration Statement ceases has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages to any reason to remain continuously effective as to all holder of Registrable Securities for which it is required by reason of any such delay in or reduction of its ability to be effective, or sell the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate underlying shares of 40 calendar days during any 12-month period Common Stock (which need remedy shall not be consecutive calendar days) (any such failure or breach being referred to as an “Event”), then in addition to exclusive of any other rights the holders of the Convertible Debentures may have hereunder remedies at law or under applicable law, on each such Event date and on each monthly anniversary of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedin equity), the Company shall will pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) and not as to the holder, at the holder’s option, either a penaltycash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and two percent (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four percent (24%) of the aggregate Purchase Price paid liquidated value of the Debentures outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein to the contrary, to the extent that the registration of any or all of the Registrable Securities by such holder the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities Purchase Agreement. The partial Liquidated Damages pursuant permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to the terms hereof shall apply on a daily prosuch Non-rata basis for any portion of a month prior to the cure of an EventRegistered Shares.

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a In the event the Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” Scheduled Filing Deadline or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness on or before the Scheduled Effective Deadline, or (iv) if after the effectiveness, a Registration Statement ceases has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise) then as partial relief for the damages to any reason to remain continuously effective as to all holder of Registrable Securities for which it is required by reason of any such delay in or reduction of its ability to be effective, or sell the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate underlying shares of 40 calendar days during any 12-month period Common Stock (which need remedy shall not be consecutive calendar days) (exclusive of any such failure other remedies at law or breach being referred to as an “Event”in equity), then in addition the Company will pay as liquidated damages (the "LIQUIDATED DAMAGES") to any other rights the holders holder, at the holder's option, either a cash amount or shares of the Company's Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value of the Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period after the Scheduled Filing Deadline or the Scheduled Effective Deadline as the case may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (“Liquidated Damages”) and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such holder pursuant be. Notwithstanding anything herein to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) contrary, in no event shall the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be exceed twenty-four percent (24%) of the aggregate Purchase face value of the Convertible Debentures. (the "REGISTRATION DELAY PAYMENTS CAP"). Any amount in excess of the Registration Delay Payments Cap (the "EXCESS REGISTRATION DELAY PAYMENTS") shall cause the Conversion Price paid (as that term is defined in the Convertible Debentures) of the Convertible Debentures to be lowered by such holder pursuant an amount equal to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to quotient of the terms hereof shall apply on a daily pro-rata basis for any portion amount of a month prior to such Excess Registration Delay Payments divided by the cure then outstanding amount of an Eventthe Convertible Debentures.

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline, or (iv) after the effectiveness, a Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (any such failure or breach being referred to as an “Event”), then in addition to any other rights the holders of the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (“Liquidated Damages”) and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four forty eight percent (2448%) of the aggregate Purchase Price paid by such holder pursuant to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event.

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a In the event the Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” Scheduled Filing Deadline or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadlineon or before the Scheduled Effective Date, or (iv) if after the effectiveness, a Registration Statement ceases has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise , then as partial relief for the damages to any reason to remain continuously effective as to all holder of Registrable Securities for which it is required by reason of any such delay in or reduction of its ability to be effective, or sell the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate underlying shares of 40 calendar days during any 12-month period Common Stock (which need remedy shall not be consecutive calendar days) (any such failure or breach being referred to as an “Event”), then in addition to exclusive of any other rights the holders of the Convertible Debentures may have hereunder remedies at law or under applicable law, on each such Event date and on each monthly anniversary of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedin equity), the Company shall will pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) and not as to the holder, at the holder’s option, either a penaltycash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and two percent (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four percent (24%) of the aggregate Purchase Price paid by such holder pursuant liquidated value of the Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. The Liquidated Damages shall be capped at a total of fifteen percent (15%) of the principal amount of the Convertible Debentures. Notwithstanding the foregoing, in no event shall the Company be required to pay any Liquidated Damages in the event that the failure to be declared effective on the requisite date results in whole or in part from either (a) the failure of any Investor to provide information relating to the Investor and its proposed method of sale or any other information concerning the Investor that is required by the Securities Purchase Agreement. The partial Liquidated Damages pursuant and Exchange Commission to be included in the terms hereof shall apply on a daily pro-rata basis for registration statement or (b) any portion delays resulting from questions or issues raised by the SEC or any other regulatory agency, market or exchange concerning any Investor (or the affiliates of a month prior any Investor) or relating to the cure of an EventRule 415 .

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a In the event the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” Scheduled Filing Deadline or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadlineon or before the Scheduled Effective Date, or (iv) if after the effectiveness, a Initial Registration Statement ceases has been declared effective by the SEC, sales cannot be made pursuant to the Initial Registration Statement (whether because of a failure to keep the Initial Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Initial Registration Statement, failure to register sufficient Common Shares or otherwise then as partial relief for the damages to any reason to remain continuously effective as to all holder of Registrable Securities for which it is required by reason of any such delay in or reduction of its ability to be effective, or sell the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period underlying Common Shares (which need remedy shall not be consecutive calendar days) (exclusive of any such failure other remedies at law or breach being referred to as an “Event”in equity), then in addition subject to any other rights the holders terms of the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedSubordination Agreement, the Company shall will pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) and not as to the Investor, at the Investor’s option, either a penaltycash amount or the Company’s Common Shares within three (3) business days, after demand therefore, equal to 2.0% two percent (2%) of the aggregate purchase price paid by such holder pursuant to principal value of the Securities Purchase Agreement for any Convertible Debentures then held by such holderoutstanding as Liquidated Damages for each thirty (30) day period after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Total Liquidated Damages paid, however, shall not exceed an amount equal to fifteen percent (15%) of the outstanding principal amount of the Convertible Debentures. The parties agree that (1) the Company shall not be liable for liable, however, to pay any Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) if the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four percent (24%) of the aggregate Purchase Price paid by such holder pursuant to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month Initial Registration Statement has not been declared effective prior to the cure of an EventScheduled Effective Date exclusively due to issues raised by the SEC related to Rule 415 promulgated under the 1933 Act.

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a In the event the Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” Scheduled Filing Deadline or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadlineon or before the Scheduled Effective Date (including any extension thereof), or (iv) if after the effectiveness, a Registration Statement ceases has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise) then as partial relief for the damages to any reason to remain continuously effective as to all holder of Registrable Securities for which it is required by reason of any such delay in or reduction of its ability to be effective, or sell the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate underlying shares of 40 calendar days during any 12-month period Common Stock (which need remedy shall not be consecutive calendar days) (any such failure or breach being referred to as an “Event”), then in addition to exclusive of any other rights the holders of the Convertible Debentures may have hereunder remedies at law or under applicable law, on each such Event date and on each monthly anniversary of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedin equity), the Company shall will pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) and not as to the holder, at the holder’s option, either a penaltycash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that one percent (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four percent (24%) of outstanding principal amount of the aggregate Purchase Price paid Convertible Debentures as Liquidated Damages for each thirty (30) day period after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be no to exceed fifteen (15) months. Notwithstanding the foregoing, Liquidated Damages shall not apply if the Registration Statement is not kept effective as a result of a delay caused by such holder pursuant the SEC or the issuance of SEC comment letters relating to any reports, schedules, forms, statements or other documents required to be filed by the Company with the SEC under the Securities Purchase Agreement. The partial Liquidated Damages pursuant Exchange Act of 1934, provided that the Company is submitting responses to such comment letters within ten (10) business days of receipt of such comment letter by the terms hereof shall apply on a daily pro-rata basis for any portion SEC or such review provided such comments are resolved within forty five (45) calendar days from receipt of a month prior to the cure of an Eventsuch SEC comment letter or review notification.

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline, or (iv) after the effectiveness, a Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (any such failure or breach being referred to as an “Event”), then in addition to any other rights the holders of the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (“Liquidated Damages”) and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four fifteen percent (2415%) of the aggregate Purchase Price paid by such holder pursuant to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event.

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a In the event the Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadlineon or before the Scheduled Effective Date, or (iv) if after the effectiveness, a Registration Statement ceases has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise , then as partial relief for the damages to any reason to remain continuously effective as to all holder of Registrable Securities for which it is required by reason of any such delay in or reduction of its ability to be effective, or sell the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate underlying shares of 40 calendar days during any 12-month period Common Stock (which need remedy shall not be consecutive calendar days) (any such failure or breach being referred to as an “Event”), then in addition to exclusive of any other rights the holders of the Convertible Debentures may have hereunder remedies at law or under applicable law, on each such Event date and on each monthly anniversary of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedin equity), the Company shall will pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) and not as to the holder, a penaltycash amount within three (3) business days, after demand therefore, equal to 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and two percent (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four percent (24%) of the aggregate Purchase Price paid by such holder pursuant liquidated value of the Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Effective Date. Notwithstanding the foregoing, in no event shall the Company be required to pay any Liquidated Damages in the event that the failure to be declared effective on the requisite date results in whole or in part from either (a) the failure of any Investor to provide information relating to the Investor and its proposed method of sale or any other information concerning the Investor that is required by the Securities Purchase Agreement. The partial Liquidated Damages pursuant and Exchange Commission to be included in the terms hereof shall apply on a daily pro-rata basis for registration statement or (b) any portion delays resulting from questions or issues raised by the SEC or any other regulatory agency, market or exchange concerning any Investor (or the affiliates of a month prior any Investor) or relating to the cure of an EventRule 415.

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a In the event the Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” Scheduled Filing Deadline or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadlineon or before the Scheduled Effective Date, or (iv) if after the effectiveness, a Registration Statement ceases has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise) then as partial relief for the damages to any reason to remain continuously effective as to all holder of Registrable Securities for which it is required by reason of any such delay in or reduction of its ability to be effective, or sell the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate underlying shares of 40 calendar days during any 12-month period Common Stock (which need remedy shall not be consecutive calendar days) (any such failure or breach being referred to as an “Event”), then in addition to exclusive of any other rights the holders of the Convertible Debentures may have hereunder remedies at law or under applicable law, on each such Event date and on each monthly anniversary of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedin equity), the Company shall will pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) and not as to the holder, at the holder’s option, either a penaltycash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to 2.0% two percent (2%) of the aggregate purchase price paid by such holder pursuant liquidated value of the Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company contrary, in no event shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-exceed twenty four percent (24%) of the aggregate Purchase Price paid by such holder pursuant for all Investors. Notwithstanding anything herein to the Securities Purchase Agreement. The partial contrary, in no event shall the Company be required to pay any Liquidated Damages pursuant if the Registration Statement is not declared effective on the Scheduled Effective Date, if the failure to have the Registration Statement declared effective in a timely fashion is due solely to SEC comments with respect to the terms hereof shall apply on a daily pro-rata Company’s basis for any portion of a month prior determining that the transaction giving rise to the cure of an Eventobligation to register the Registrable Securities hereunder is eligible for registration under Rule 415.

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a Subject to the provisions of this Paragraph and this Agreement, in the event the Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” Scheduled Filing Deadline or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness on or before the Scheduled Effective Deadline, or (iv) if after the effectiveness, a Registration Statement ceases has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for any reason to remain continuously effective as to all Registrable Securities for which it is required sales to be effectivemade pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (any such failure or breach being referred to as an “Event”otherwise), unless such is due to action or inaction of any of the Investors, then such event shall be a default by the Company under this Agreement (without any further notice or cure period), and in addition to any other rights remedies the holders Investors may have, at law or in equity, as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary underlying shares of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedCommon Stock, the Company shall pay and issue to the Investors (pro rata based on the relative amount of Registrable Shares held by each holder of Convertible Debentures an amount in cashthe Investors), as partial liquidated damages damages, an additional five hundred thousand (“Liquidated Damages”500,000) and shares of Common Stock for each thirty (30) days the Registration Statement is not as a penaltyfiled by the Scheduled Filing Date, equal to 2.0% of or for each thirty (30) days the aggregate purchase price paid by such holder Registration Statement is not made effective past the Scheduled Effective Deadline, or for each thirty (30) days during which sales cannot be made pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holderRegistration Statement, as applicable ("Penalty Shares"). The parties hereto agree that in no event shall Investors receive more than two million (2,000,000) Penalty Shares. The parties agree that (1) no Penalty Shares shall be issued if the Company failure to meet the Scheduled Filing Date or the Scheduled Effective Deadline is caused by factors wholly outside of the Company's control, which shall include, but not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to limited to, delays caused by a holder of Convertible Debentures under this Agreement shall be twenty-four percent (24%) review of the aggregate Purchase Price paid Registration Statement by such holder pursuant to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an EventSEC.

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline, or (iv) after the effectiveness, a Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (any such failure or breach being referred to as an “Event”), then in addition to any other rights the holders of the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (“Liquidated Damages”) and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares or if the failure that would otherwise give rise to Liquidated Damages results from (x) delays arising from actions of the Holders, (y) the need for information about the Holders that is not provided in a timely manner or (z) the manner in which the transactions contemplated by the Transaction Documents (as defined in the Securities Purchase Agreement) are structured and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four eighteen percent (2418%) of the aggregate Purchase Price paid by such holder pursuant to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event. No Liquidated Damages shall be due for any period of time (i) where the Buyer has failed to timely provide information required to be provided for the Registration Statement or (i) from the date the SEC has provided written comments that the terms of the transaction are non-compliant with Commission guidelines for similar transactions under interpretations of Rule 415 promulgated under the Securities Act or other Commission rules or requires the Registration Statement to be withdrawn until the date such Registration Statement is refiled. In addition, no Liquidated Damages will apply to any Registrable Securities that are required to be removed or are voluntarily removed from any Registration Statement to satisfy Commission guidelines or to remove any impediment to an “at the market” offering of the Registrable Securities.

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a In the event the Initial or Amended Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” Scheduled Filing Deadline or not subject to further review, the Amended Filing Deadline or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness on or before the Scheduled Effective Date or the Amended Scheduled Effective Deadline, or (iv) if after the effectiveness, a Registration Statement ceases has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise) then as partial relief for the damages to any reason to remain continuously effective as to all holder of Registrable Securities for which it is required by reason of any such delay in or reduction of its ability to be effective, or sell the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate underlying shares of 40 calendar days during any 12-month period Common Stock (which need remedy shall not be consecutive calendar days) (any such failure or breach being referred to as an “Event”), then in addition to exclusive of any other rights the holders of the Convertible Debentures may have hereunder remedies at law or under applicable law, on each such Event date and on each monthly anniversary of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedin equity), the Company shall will pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) and not as to the holder, at the Company’s option, either a penaltycash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that one percent (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four percent (24%) of the aggregate Purchase Price paid by such holder pursuant to liquidated value of the Securities Purchase AgreementConvertible Debentures outstanding as Liquidated Damages for each thirty (30) day period after the Scheduled Filing Deadline, Amended Scheduled Filing Deadline or the Scheduled Effective Date, Amended Scheduled Effective Date as the case may be. The partial Liquidated Damages pursuant will be pro rated for each day, and in no case will the Company be obligated to the terms hereof shall apply on pay Liquidated Damages for more than a daily pro-rata basis for any portion total of a month prior to the cure of an Event365 calendar days.

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a In the event the Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” Scheduled Filing Deadline or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness on or before the Scheduled Effective Deadline, or (iv) if after the effectiveness, a Registration Statement ceases has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for any reason to remain continuously effective as to all Registrable Securities for which it is required sales to be effectivemade pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or the Holders are otherwise not permitted in addition to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive filing a new registration statement or post effective amendment within thirty (30) calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (any such failure or breach being referred to as an “Event”determining that there are insufficient shares of Common Stock registered), then in addition as partial relief for the damages to any other rights holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the holders underlying shares of the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of each such Event date Common Stock (if the applicable Event which remedy shall not have been cured by such date) until the applicable Event is curedbe exclusive of any other remedies at law or in equity), the Company shall will pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (“the "Liquidated Damages”") and not as to the holder, at the holder's option, either a penalty, cash amount or shares of the Company's Common Stock equal to 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and two percent (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four percent (24%) of the aggregate Purchase Price paid by such holder pursuant Liquidation Amount (as defined in the Certificate of Designation of Series B Convertible Preferred Stock) outstanding as Liquidated Damages for each thirty (30) day period or any part thereof after the Scheduled Filing Deadline or the Scheduled Effective Deadline as the case may be. Any Liquidated Damages payable hereunder shall not limit, prohibit or preclude the Investor from seeking any other remedy available to the Securities Purchase Agreementit under contract, at law or in equity. The partial Company shall pay the Investor the Liquidated Damages pursuant to within three (3) business days of the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an EventInvestor making written demand.

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a In the event the Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” Scheduled Filing Deadline or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadlineon or before the Scheduled Effective Date, or (iv) if after the effectiveness, a Registration Statement ceases has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise) then as partial relief for the damages to any reason to remain continuously effective as to all holder of Registrable Securities for which it is required by reason of any such delay in or reduction of its ability to be effective, or sell the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate underlying shares of 40 calendar days during any 12-month period Common Stock (which need remedy shall not be consecutive calendar days) (exclusive of any such failure other remedies at law or breach being referred to as an “Event”in equity), then in addition the Company will pay as liquidated damages (the "LIQUIDATED DAMAGES") to any other rights the holders holder, at the holder's option, either a cash amount or shares of the Company's Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) of the outstanding principal amount of the Convertible Debentures as Liquidated Damages for each thirty (30) day period after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may have hereunder or under applicable lawbe, on each provided that such Event date and on each monthly anniversary amount of each such Event date (if the applicable Event Liquidated Damages shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (“Liquidated Damages”) and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four exceed fifteen percent (2415%) of the aggregate Purchase Price paid of the outstanding principal amount of the Convertible Debentures. Notwithstanding the foregoing, Liquidated Damages shall not apply if the Registration Statement is not kept effective as a result of a delay caused by such holder pursuant the SEC or the issuance of SEC comment letters relating to any reports, schedules, forms, statements or other documents required to be filed by the Company with the SEC under the Securities Purchase Agreement. The partial Liquidated Damages pursuant Exchange Act of 1934, provided that the Company is submitting responses to such comment letters within ten (10) business days of receipt of such comment letter by the terms hereof shall apply on a daily pro-rata basis for any portion SEC or such review provided such comments are resolved within forty five (45) calendar days from receipt of a month prior to the cure of an Eventsuch SEC comment letter or review notification.

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a In the event the Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” Scheduled Filing Deadline or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness on or before the Scheduled Effective Deadline, or (iv) if after the effectiveness, a Registration Statement ceases has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for any reason to remain continuously effective as to all Registrable Securities for which it is required sales to be effectivemade pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or the Holders are otherwise not permitted in addition to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive filing a new registration statement or post effective amendment within thirty (30) calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (any such failure or breach being referred to as an “Event”determining that there are insufficient shares of Common Stock registered), then in addition as partial relief for the damages to any other rights holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the holders underlying shares of the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of each such Event date Common Stock (if the applicable Event which remedy shall not have been cured by such date) until the applicable Event is curedbe exclusive of any other remedies at law or in equity), the Company shall will pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) and not as to the holder, at the holder’s option, either a penalty, cash amount or shares of the Company’s Common Stock equal to 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and two percent (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four percent (24%) of the aggregate Purchase Price paid by such holder pursuant Liquidation Amount (as defined in the Certificate of Designation of Series A Convertible Preferred Shares) outstanding as Liquidated Damages for each thirty (30) day period or any part thereof after the Scheduled Filing Deadline or the Scheduled Effective Deadline as the case may be. Any Liquidated Damages payable hereunder shall not limit, prohibit or preclude the Investors from seeking any other remedy available to the Securities Purchase Agreementit under contract, at law or in equity. The partial Company shall pay the Investors the Liquidated Damages pursuant to within three (3) business days of the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an EventInvestors making written demand.

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a In the event the Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” Scheduled Filing Deadline or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC on or before the Scheduled Effective Date, or the Company fails to file an Amendment to the Registration Statement, if necessary, by its Effectiveness the Amendment Deadline, or (iv) if after the effectiveness, a Registration Statement ceases has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages to any reason to remain continuously effective as to all holder of Registrable Securities for which it is required by reason of any such delay in or reduction of its ability to be effective, or sell the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate underlying shares of 40 calendar days during any 12-month period Common Stock (which need remedy shall not be consecutive calendar days) (exclusive of any such failure other remedies at law or breach being referred to as an “Event”in equity), then in addition the Company will pay as liquidated damages (the "LIQUIDATED DAMAGES") to any other rights the holders Investor, at the Investor's option, either a cash amount or shares of the Company's Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value of the Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may have hereunder or under applicable law, on each such Event date and on each monthly anniversary be. If paid in the form of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedCommon Stock, the Company shall pay amount of stock to each holder of Convertible Debentures an amount in cash, be issued will be calculated as partial liquidated damages (“Liquidated Damages”) and not as a penalty, equal to 2.0% follows: the value of the aggregate purchase price paid by such holder pursuant to stock shall be the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) Closing Bid Price of the Company shall not be liable for Company's Common Stock on the date the Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four percent (24%) of the aggregate Purchase Price paid by such holder pursuant to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Eventpayment is demanded.

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a In the event the Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” Scheduled Filing Deadline or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadlineon or before the Scheduled Effective Date, or (iv) if after the effectiveness, a Registration Statement ceases has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise , then as partial relief for the damages to any reason to remain continuously effective as to all holder of Registrable Securities for which it is required by reason of any such delay in or reduction of its ability to be effective, or sell the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate underlying shares of 40 calendar days during any 12-month period Common Stock (which need remedy shall not be consecutive calendar days) (any such failure or breach being referred to as an “Event”), then in addition to exclusive of any other rights the holders of the Convertible Debentures may have hereunder remedies at law or under applicable law, on each such Event date and on each monthly anniversary of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedin equity), the Company shall will pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) and not as to the holder, at the holder’s option, either a penaltycash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and two percent (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four percent (24%) of the aggregate Purchase Price paid by such holder pursuant liquidated value of the Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding the foregoing, in no event shall the Company be required to pay any Liquidated Damages in the event that the failure to be declared effective on the requisite date results in whole or in part from either (a) the failure of any Investor to provide information relating to the Investor and its proposed method of sale or any other information concerning the Investor that is required by the Securities Purchase Agreement. The partial Liquidated Damages pursuant and Exchange Commission to be included in the terms hereof shall apply on a daily pro-rata basis for registration statement or (b) any portion delays resulting from questions or issues raised by the SEC or any other regulatory agency, market or exchange concerning any Investor (or the affiliates of a month prior any Investor) or relating to the cure of an EventRule 415 .

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a In the event the Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” Scheduled Filing Deadline or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadlineon or before the Scheduled Effective Date, or (iv) if after the effectiveness, a Registration Statement ceases has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise) then as partial relief for the damages to any reason to remain continuously effective as to all holder of Registrable Securities for which it is required by reason of any such delay in or reduction of its ability to be effective, or sell the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate underlying shares of 40 calendar days during any 12-month period Common Stock (which need remedy shall not be consecutive calendar days) (exclusive of any such failure other remedies at law or breach being referred to as an “Event”in equity), then the Company will pay as liquidated damages (the "LIQUIDATED DAMAGES") to the holder, at the holder's option, either a cash amount or shares of the Company's Common Stock in addition an amount equal to any other rights two percent (2%) of the holders liquidated value of the Convertible Debentures held by such holder for each thirty (30) day period after the Scheduled Filing Deadline, the Scheduled Effective Date, or the first date that sales cannot be made pursuant to the Registration Statement, as the case may have hereunder or under applicable lawbe, on each such Event date and on each monthly anniversary which shall be paid within three (3) business days after the expiration of each such Event date thirty (if 30) day period; PROVIDED that (i) in no event shall the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (“Liquidated Damages”) and not as a penalty, equal to 2.0Damages exceed 20% of the aggregate purchase price paid by such holder pursuant face amount of the Convertible Debentures and (ii) no Liquidated Damages shall be payable in the form of Common Stock to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree extent that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Total Transaction Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement issued shall be twenty-four percent (24%) of the aggregate Purchase Price paid by such holder pursuant equal to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event.or greater

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a In the event the Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” Scheduled Filing Deadline or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadlineon or before the Scheduled Effective Date, or (iv) if after the effectiveness, a Registration Statement ceases has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages to any reason to remain continuously effective as to all holder of Registrable Securities for which it is required by reason of any such delay in or reduction of its ability to be effective, or sell the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate underlying shares of 40 calendar days during any 12-month period Common Stock (which need remedy shall not be consecutive calendar days) (exclusive of any such failure other remedies at law or breach being referred to as an “Event”in equity), then in addition the Company will pay as liquidated damages (the "Liquidated Damages") to any other rights the holders holder, at the holder's option, either a ------------------- cash amount or shares of the Company's Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value of the Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may have hereunder be. The Company and the Investor hereby agree that no Liquidated Damages shall be owed to the Investor in the event the Registration Statement is not declared effective by the SEC on or under applicable lawbefore the Scheduled Effective Date, on each such Event date and on each monthly anniversary of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, provided that the Company shall pay has been diligent and used its best efforts in working to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (“Liquidated Damages”) and not as a penalty, equal to 2.0% of have such Registration Statement declared effective by the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four percent (24%) of the aggregate Purchase Price paid by such holder pursuant to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an EventSEC.

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a In the event the Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” Scheduled Filing Deadline or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadlineon or before the Scheduled Effective Date, or (iv) if after the effectiveness, a Registration Statement ceases has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise) then as partial relief for the damages to any reason to remain continuously effective as to all holder of Registrable Securities for which it is required by reason of any such delay in or reduction of its ability to be effective, or sell the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate underlying shares of 40 calendar days during any 12-month period Common Stock (which need remedy shall not be consecutive calendar days) (any such failure or breach being referred to as an “Event”), then in addition to exclusive of any other rights the holders of the Convertible Debentures may have hereunder remedies at law or under applicable law, on each such Event date and on each monthly anniversary of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedin equity), the Company shall will pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) and not as to the holder, at the holder’s option, either a penaltycash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to 2.0% two percent (2%) of the aggregate purchase price paid by such holder pursuant liquidated value of the Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) contrary, in no event shall the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be exceed twenty-four percent (24%) of the aggregate Purchase face value of the Convertible Debentures. (the "Registration Delay Payments Cap"). Any amount in excess of the Registration Delay Payments Cap (the "Excess Registration Delay Payments") shall cause the Conversion Price paid (as that term is defined in the Convertible Debentures) of the Convertible Debentures to be lowered by such holder pursuant an amount equal to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to quotient of the terms hereof shall apply on a daily pro-rata basis for any portion amount of a month prior to such Excess Registration Delay Payments divided by the cure then outstanding amount of an Eventthe Convertible Debentures.

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a In the event the Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” Scheduled Filing Deadline or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness on or before the Scheduled Effective Deadline, or (iv) if after the effectiveness, a Registration Statement ceases has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for any reason to remain continuously effective as to all Registrable Securities for which it is required sales to be effectivemade pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or the Holders are otherwise not permitted in addition to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive filing a new registration statement or post effective amendment within thirty (30) calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (any such failure or breach being referred to as an “Event”determining that there are insufficient shares of Common Stock registered), then in addition as relief for the damages to any other rights holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the holders underlying shares of the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of each such Event date Common Stock (if the applicable Event which remedy shall not have been cured by such date) until the applicable Event is curedbe exclusive of any other remedies at law or in equity), the Company shall will pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) and not as to the holder, at the holder’s option, either a penalty, cash amount or shares of the Company’s Common Stock equal to 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and two percent (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four percent (24%) of the aggregate Purchase Price paid by such holder pursuant Liquidation Amount (as defined in the Certificate of Designation of Series E Preferred Shares) outstanding as Liquidated Damages for each thirty (30) day period or any part thereof after the Scheduled Filing Deadline or the Scheduled Effective Deadline as the case may be. Any Liquidated Damages payable hereunder shall not limit, prohibit or preclude the Investor from seeking any other remedy available to the Securities Purchase Agreementit under contract, at law or in equity. The partial Company shall pay the Investor the Liquidated Damages pursuant to within three (3) business days of the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an EventInvestor making written demand.

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a In the event the Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” Scheduled Filing Deadline or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by on or before the Scheduled Effective Date, as the direct result of the Company’s failure to use its Effectiveness Deadlinebest efforts under Section 2(b) above, or (iv) if after the effectiveness, a Registration Statement ceases has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement as the direct result of the Company’s failure to use its best efforts under Section 2(b) above (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement or failure to register the Registrable Securities) then as partial relief for the damages to any reason to remain continuously effective as to all holder of Registrable Securities for which it is required by reason of any such delay in or reduction of its ability to be effective, or sell the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate underlying shares of 40 calendar days during any 12-month period Common Stock (which need remedy shall not be consecutive calendar days) (any such failure or breach being referred to as an “Event”), then in addition to exclusive of any other rights the holders of the Convertible Debentures may have hereunder remedies at law or under applicable law, on each such Event date and on each monthly anniversary of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedin equity), the Company shall will pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) and not as to the holder, at the holder’s option, either a penaltycash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to 2.0% two percent (2%) of the aggregate purchase price paid liquidated value of the Convertible Debentures held by such the holder pursuant outstanding as Liquidated Damages for each thirty (30) day period after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company contrary, in no event shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four exceed twenty percent (2420%) of the aggregate Purchase Price paid by such holder pursuant to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Eventall Investors.

Failure to File or Obtain Effectiveness of the Registration Statement. If: (i) a In the event the Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” Scheduled Filing Deadline or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by on or before the Scheduled Effective Date, as the direct result of the Company’s failure to use its Effectiveness Deadlinebest efforts under Section 2(b) above, or (iv) if after the effectiveness, a Registration Statement ceases has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement as the direct result of the Company’s failure to use its best efforts under Section 2(b) above (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise) then as partial relief for the damages to any reason to remain continuously effective as to all holder of Registrable Securities for which it is required by reason of any such delay in or reduction of its ability to be effective, or sell the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate underlying shares of 40 calendar days during any 12-month period Common Stock (which need remedy shall not be consecutive calendar days) (any such failure or breach being referred to as an “Event”), then in addition to exclusive of any other rights the holders of the Convertible Debentures may have hereunder remedies at law or under applicable law, on each such Event date and on each monthly anniversary of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedin equity), the Company shall will pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) and not as to the holder, at the holder’s option, either a penaltycash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to 2.0% two percent (2%) of the aggregate purchase price paid by such holder pursuant liquidated value of the Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company contrary, in no event shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four exceed twenty percent (2420%) of the aggregate Purchase Price paid by such holder pursuant to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Eventall Investors.