Common use of Registration Default Clause in Contracts

Registration Default. In the event that a Registration Default (as defined in the Registration Rights Agreement) occurs, the Company shall pay additional interest (in addition to the interest otherwise due) (“Additional Interest”) to the Holder from and including the date on which any such Registration Default occurs to but excluding the date on which the Registration Defaults have ceased to be continuing at a rate of 0.25% per annum (the “Additional Interest Rate”) and with respect to each subsequent 90-day period until all Registration Defaults have been cured or otherwise cease to be continuing. Additional Interest will increase by an additional 0.25% per annum with respect to each such subsequent 90-day period, up to a maximum amount of Additional Interest for all Registration Defaults of 1.00% per annum of the principal amount of Transfer Restricted Securities (as defined in the Registration Rights Agreement) for any period; provided, however, that, (x) if after all Registration Defaults have been cured or otherwise cease to be continuing (upon which event, no Additional Interest will continue to accrue), a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions and (y) for the avoidance of doubt, Additional Interest will only accrue on Securities which are Transfer Restricted Securities. Any amounts of Additional Interest due pursuant to this Section 110 will be payable in cash on the regular interest payment dates with respect to the Notes and in the same manner and to the same persons as ordinary interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Notes and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months), and the denominator of which is 360.

Registration Default. In If (i) the event that Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (ii) after a Registration Default Statement has been declared effective by the Commission, sales of Registrable Securities (other than such Registrable Securities as defined in are then freely saleable pursuant to Rule 144(k)) cannot be made by a Holder under a Registration Statement for any reason not within the exclusive control of such Holder or (iii) an amendment or supplement to a Registration Rights AgreementStatement, or a new registration statement, required to be filed pursuant to the terms of Section 3(i), is not filed on or before the date required thereby (each of the foregoing clauses (i), (ii) occursand (iii) being referred to herein as a “Registration Default”), the Company shall pay each Holder an amount of cash equal to such Holder’s pro rata share (based on the number of Registrable Securities then held by or issuable to such Holder) of the Registration Default Payment Amount and, for each thirty (30) day period thereafter that such Registration Default remains uncured, an additional interest cash payment equal the Registration Default Payment Amount (in addition pro rated for any period of less than thirty (30) days). The first payment required to be made by the interest otherwise dueCompany under this Section 2(c) shall be made within five (“Additional Interest”5) to the Holder from and including Business Days following the date on which any a Registration Default first occurs and subsequent payments shall be made on the earlier of (A) the last day of each thirty (30) day period in which such Registration Default occurs to but excluding is continuing and (B) the date on which such Registration Default is cured (or, if any such day is not a Business Day, on the Registration Defaults have ceased Business Day immediately following such day). Any such payment shall be in addition to be continuing at a rate of 0.25% per annum (the “Additional Interest Rate”) and with respect any other remedies available to each subsequent 90-day period until all Registration Defaults have been cured Holder at law or otherwise cease to be continuing. Additional Interest will increase by an additional 0.25% per annum with respect to each such subsequent 90-day periodin equity, up to a maximum amount of Additional Interest for all Registration Defaults of 1.00% per annum of the principal amount of Transfer Restricted Securities (as defined in the Registration Rights Agreement) for any period; provided, however, that, (x) if after all Registration Defaults have been cured or otherwise cease to be continuing (upon which event, no Additional Interest will continue to accrue), a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased whether pursuant to the foregoing provisions and (y) for the avoidance of doubt, Additional Interest will only accrue on Securities which are Transfer Restricted Securities. Any amounts of Additional Interest due pursuant to this Section 110 will be payable in cash on the regular interest payment dates with respect to the Notes and in the same manner and to the same persons as ordinary interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Notes and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months), and the denominator of which is 360terms hereof or otherwise.

Registration Default. In the event that (i) If a Registration Default (as defined in the Registration Rights Agreement) occurs, the Company shall pay additional interest then (in addition i) with respect to Registrable Securities that constitute Notes, the interest otherwise duerate on such Notes will be increased by (A) (“Additional Interest”) to the Holder from and including the date on which any such Registration Default occurs to but excluding the date on which the Registration Defaults have ceased to be continuing at a rate of 0.25% per annum (for the “Additional Interest Rate”) and with respect to each subsequent first 90-day period until all beginning on the day immediately following such Registration Defaults have been cured or otherwise cease to be continuing. Additional Interest will increase by Default and (B) an additional 0.25% per annum with respect to each such subsequent 90-day period, in each case until and including the date such Registration Default ends, up to a maximum amount of Additional Interest for all Registration Defaults increase of 1.00% per annum and (ii) with respect to Registrable Securities that constitute RLNs, interest will accrue at (A) 0.25% per annum on the Principal Amount Multiple of such RLNs for the principal amount first 90-day period beginning on the day immediately following such Registration Default and (B) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until and including the date such Registration Default ends, up to a maximum of Transfer Restricted Securities 1.00% per annum, and such interest shall become due and payable on the first Interest Payment Date (as such term is defined in the RLN Indenture) to occur after the occurrence of such Registration Rights AgreementDefault, and on each Interest Payment Date thereafter that corresponds to any Interest Measuring Period (as such term is defined in the RLN Indenture) for any period; provided, however, that, (x) if after all Registration Defaults have been cured or otherwise cease to be continuing (upon during which event, no Additional Interest will continue to accrue), a different such Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions and (y) for the avoidance of doubt, Additional Interest will only accrue on Securities which are Transfer Restricted Securitiescontinuing. Any amounts of Additional Interest due pursuant to this Section 110 will be payable in cash on the regular interest payment dates A Registration Default ends with respect to the Notes and any security when such security ceases to be a Registrable Security or, if earlier, (1) in the same manner case of a Registration Default under clause (i) of the definition thereof, when a Registration Statement filed pursuant to Section 2(a) becomes effective or (2) in the case of a Registration Default under clause (ii) of the definition thereof, when such Registration Statement again becomes effective or such Prospectus again becomes usable. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on the next date that there is no Registration Default. (ii) Without limiting the remedies available to the same persons as ordinary interest. The amount of Additional Interest will be determined by multiplying Purchasers, the applicable Additional Interest Rate Company and the Guarantors acknowledge that any failure by the principal amount Company or the Guarantors to comply with their obligations under Section 2 hereof would result in material irreparable injury to the Purchasers for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of the Notes and further multiplied by a fractionany such failure, the numerator of which is Purchasers may specifically enforce the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months), Company’s and the denominator of which is 360Guarantors’ obligations under this Section 2 without the need to show actual damages and without the need to post a bond or other security.

Registration Default. In If (i) the event that Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (ii) after a Registration Default Statement has been declared effective by the Commission, sales of Registrable Securities (other than such Registrable Securities as defined in are then freely saleable pursuant to Rule 144(k)) cannot be made by a Holder under a Registration Statement for any reason not within the exclusive control of such Holder or (iii) an amendment or supplement to a Registration Rights AgreementStatement, or a new registration statement, required to be filed pursuant to the terms of Section 3(j), is not filed on or before the date required thereby (each of the foregoing clauses (i), (ii) occursand (iii) being referred to herein as a “Registration Default”), the Company shall pay additional interest shall, no later than two (in addition to the interest otherwise due2) (“Additional Interest”) to the Holder from and including Business Days after the date on which any such Registration Default occurs occurs, make a cash payment to but excluding each Holder equal to such Holder’s pro rata share (based on the date number of Registrable Securities then held by or issuable to such Holder as compared to the number of Registrable Securities then held by or issuable to all Holders; in each case, without regard to any limitation or restriction on (x) the issuance of such Registrable Securities or (y) the exercise of any Warrants) of one percent (1%) of the aggregate Purchase Price paid by all Holders (such amount, the “Registration Default Payment Amount”). In addition to the foregoing payment, the Company shall, for each calendar month in which a Registration Default occurred and/or existed, make an additional cash payment to each Holder equal to such Holder’s pro rata share of the Registration Defaults have ceased to be continuing at a rate of 0.25% per annum Default Payment Amount (pro rated for partial months), and the “Additional Interest Rate”) and with respect to each subsequent 90-day period until all Registration Defaults have been cured or otherwise cease to be continuing. Additional Interest will increase by an additional 0.25% per annum with respect to payment for each such subsequent 90-calendar month shall be due on the last day period, up to a maximum amount of Additional Interest for all Registration Defaults of 1.00% per annum of the principal amount of Transfer Restricted Securities (as defined in the Registration Rights Agreement) for any periodsuch calendar month; provided, however, that, (x) that if after all Registration Defaults have been cured or otherwise cease to be continuing (upon which event, no Additional Interest will continue to accrue), a different the applicable Registration Default occursis cured prior to the end of a calendar month, then the cash payment for such month shall be made no later than two (2) Business Days after the date on which such Registration Default was cured. Notwithstanding the foregoing, the interest rate borne total amount of liquidated damages payable by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions and (y) for the avoidance of doubt, Additional Interest will only accrue on Securities which are Transfer Restricted Securities. Any amounts of Additional Interest due Company pursuant to this Section 110 will 2(c) shall be payable capped at an aggregate amount of nine percent (9%) of the aggregate Purchase Price paid by all Holders. Any such payment shall be in cash on the regular interest payment dates with respect addition to any other remedies available to each Holder at law or in equity, whether pursuant to the Notes and in the same manner and to the same persons as ordinary interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount terms hereof, under any of the Notes and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months), and the denominator of which is 360other Transaction Documents or otherwise.

Registration Default. In If (i) the event that Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (ii) after a Registration Default Statement has been declared effective by the Commission, sales of Registrable Securities (other than such Registrable Securities as defined in are then freely saleable pursuant to Rule 144) cannot be made by a Holder under a Registration Statement for any reason not within the exclusive control of such Holder or (iii) an amendment or supplement to a Registration Rights AgreementStatement, or a new registration statement, required to be filed pursuant to the terms of Section 3(i), is not filed on or before the date required thereby (each of the foregoing clauses (i), (ii) occursand (iii) being referred to herein as a “Registration Default”), the Company shall pay each Holder an amount of cash equal to such Holder’s pro rata share (based on the number of Registrable Securities then held by or issuable to such Holder) of the Registration Default Payment Amount and, for each thirty (30) day period thereafter that such Registration Default remains uncured, an additional interest cash payment equal the Registration Default Payment Amount (in addition pro rated for any period of less than thirty (30) days). The first payment required to be made by the interest otherwise dueCompany under this Section 2(c) shall be made within five (“Additional Interest”5) to the Holder from and including Business Days following the date on which any a Registration Default first occurs and subsequent payments shall be made on the earlier of (A) the last day of each thirty (30) day period in which such Registration Default occurs to but excluding is continuing and (B) the date on which such Registration Default is cured (or, if any such day is not a Business Day, on the Registration Defaults have ceased Business Day immediately following such day). Any such payment shall be in addition to be continuing at a rate of 0.25% per annum (the “Additional Interest Rate”) and with respect any other remedies available to each subsequent 90-day period until all Registration Defaults have been cured Holder at law or otherwise cease to be continuing. Additional Interest will increase by an additional 0.25% per annum with respect to each such subsequent 90-day periodin equity, up to a maximum amount of Additional Interest for all Registration Defaults of 1.00% per annum of the principal amount of Transfer Restricted Securities (as defined in the Registration Rights Agreement) for any period; provided, however, that, (x) if after all Registration Defaults have been cured or otherwise cease to be continuing (upon which event, no Additional Interest will continue to accrue), a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased whether pursuant to the foregoing provisions and (y) for the avoidance of doubt, Additional Interest will only accrue on Securities which are Transfer Restricted Securities. Any amounts of Additional Interest due pursuant to this Section 110 will be payable in cash on the regular interest payment dates with respect to the Notes and in the same manner and to the same persons as ordinary interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Notes and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months), and the denominator of which is 360terms hereof or otherwise.

Registration Default. In the event that If (i) a Registration Default (as defined in Statement is not filed on or before its Filing Deadline or declared effective by the Commission on or before the Registration Rights AgreementDeadline, (ii) occursafter a Registration Statement has been declared effective by the Commission, sales of Registrable Securities (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)) cannot be made by a Holder under a Registration Statement for any reason not within the exclusive control of such Holder or (iii) an amendment or supplement to a Registration Statement, or a new registration statement, required to be filed pursuant to the terms of Section 3(i), is not filed on or before the date required thereby (each of the foregoing clauses (i), (ii) and (iii) being referred to herein as a “Registration Default”), the Company shall pay each Holder an amount of cash equal to such Holder’s pro rata share (based on the number of Registrable Securities then held by or issuable to such Holder) of the Registration Default Payment Amount and, for each thirty (30) day period thereafter that such Registration Default remains uncured, an additional interest cash payment equal the Registration Default Payment Amount (in addition pro rated for any period of less than thirty (30) days). The first payment required to be made by the interest otherwise dueCompany under this Section 2(c) shall be made within five (“Additional Interest”5) to the Holder from and including Business Days following the date on which any a Registration Default first occurs and subsequent payments shall be made on the earlier of (A) the last day of each thirty (30) day period in which such Registration Default occurs to but excluding is continuing and (B) the date on which such Registration Default is cured (or, if any such day is not a Business Day, on the Registration Defaults have ceased Business Day immediately following such day). Any such payment shall be in addition to be continuing at a rate of 0.25% per annum (the “Additional Interest Rate”) and with respect any other remedies available to each subsequent 90-day period until all Registration Defaults have been cured Holder at law or otherwise cease to be continuing. Additional Interest will increase by an additional 0.25% per annum with respect to each such subsequent 90-day periodin equity, up to a maximum amount of Additional Interest for all Registration Defaults of 1.00% per annum of the principal amount of Transfer Restricted Securities (as defined in the Registration Rights Agreement) for any period; provided, however, that, (x) if after all Registration Defaults have been cured or otherwise cease to be continuing (upon which event, no Additional Interest will continue to accrue), a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased whether pursuant to the foregoing provisions and (y) for the avoidance of doubt, Additional Interest will only accrue on Securities which are Transfer Restricted Securities. Any amounts of Additional Interest due pursuant to this Section 110 will be payable in cash on the regular interest payment dates with respect to the Notes and in the same manner and to the same persons as ordinary interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Notes and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months), and the denominator of which is 360terms hereof or otherwise.

Registration Default. In If (i) the event that Registration Statement is not filed on or before its Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (ii) after a Registration Default Statement has been declared effective by the Commission, sales of Registrable Securities (other than such Registrable Securities as defined in are then freely saleable pursuant to Rule 144(k)) cannot be made by a Holder under a Registration Statement for any reason not within the exclusive control of such Holder or (iii) an amendment or supplement to a Registration Rights AgreementStatement, or a new registration statement, required to be filed pursuant to the terms of Section 3(i), is not filed on or before the date required thereby (each of the foregoing clauses (i), (ii) occursand (iii) being referred to herein as a “Registration Default”), the Company shall pay each Holder an amount of cash equal to such Holder’s pro rata share (based on the number of Registrable Securities then held by or issuable to such Holder) of the Registration Default Payment Amount and, for each thirty (30) day period thereafter that such Registration Default remains uncured, an additional interest cash payment equal the Registration Default Payment Amount (in addition pro rated for any period of less than thirty (30) days). The first payment required to be made by the interest otherwise dueCompany under this Section 2(c) shall be made within five (“Additional Interest”5) to the Holder from and including Business Days following the date on which any a Registration Default first occurs and subsequent payments shall be made on the earlier of (A) the last day of each thirty (30) day period in which such Registration Default occurs to but excluding is continuing and (B) the date on which such Registration Default is cured (or, if any such day is not a Business Day, on the Registration Defaults have ceased Business Day immediately following such day). Any such payment shall be in addition to be continuing at a rate of 0.25% per annum (the “Additional Interest Rate”) and with respect any other remedies available to each subsequent 90-day period until all Registration Defaults have been cured Holder at law or otherwise cease to be continuing. Additional Interest will increase by an additional 0.25% per annum with respect to each such subsequent 90-day periodin equity, up to a maximum amount of Additional Interest for all Registration Defaults of 1.00% per annum of the principal amount of Transfer Restricted Securities (as defined in the Registration Rights Agreement) for any period; provided, however, that, (x) if after all Registration Defaults have been cured or otherwise cease to be continuing (upon which event, no Additional Interest will continue to accrue), a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased whether pursuant to the foregoing provisions and (y) for the avoidance of doubt, Additional Interest will only accrue on Securities which are Transfer Restricted Securities. Any amounts of Additional Interest due pursuant to this Section 110 will be payable in cash on the regular interest payment dates with respect to the Notes and in the same manner and to the same persons as ordinary interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Notes and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months), and the denominator of which is 360terms hereof or otherwise.

Registration Default. In The Company further agrees that, in the event that (i) the Initial Registration Statement has not been is declared effective by the SEC by the date that is 18 months following Closing, or thereafter is suspended by the Company or ceases to remain continuously effective as to all Registrable Shares for which it is required to be effective, other than, in each case, within the time period(s) permitted by Section 5.7(b) (each such event, a “Registration Default”), for more than twenty (20) consecutive days or more than forty (40) days in any period of 365 days during which the Registration Default (as defined in the Registration Rights Agreement) occursremains uncured, the Company shall pay additional interest to Fortissimo one percent (1.0%) of the Aggregate Purchase Price for each 20-day period (a “Penalty Period”) (provided the payment amount shall increase by one percent (1.0%) of the Aggregate Purchase Price for each subsequent 20-day period following the initial 20-day period), or pro rata for any portion thereof, during which the Registration Default remains uncured; provided, however, that if a Holder fails to provide the Company with any information that is required to be provided in addition such Registration Statement with respect to such Holder as set forth herein, then the commencement of the Penalty Period described above shall be extended until two Business Days following the date of receipt by the Company of such required information; and provided, further, that in no event shall the Company be required hereunder to pay to Fortissimo pursuant to this Agreement more than three percent (3.0)% of the Aggregate Purchase Price in any Penalty Period and in no event shall the Company be required hereunder to pay to Fortissimo pursuant to this Agreement an aggregate amount that exceeds eight percent (8.0%) of the Aggregate Purchase Price. The Company shall deliver said cash payment to Fortissimo by the fifth Business Day after the end of such Penalty Period. Notwithstanding any other provision of this Section 5.4, no Registration Default as to the interest otherwise due) (“Additional Interest”) Cut Back Shares shall be deemed to the Holder from and including have occurred until the date on which any such Registration Default occurs to but excluding that is thirty (30) days following the date on which the Registration Defaults have ceased SEC permits the Cut Back Shares to be continuing at a rate registered, and the payment of 0.25% per annum (the “Additional Interest Rate”) and with respect to each subsequent 90-day period until all Registration Defaults have been cured or otherwise cease to be continuing. Additional Interest will increase by an additional 0.25% per annum with respect to each such subsequent 90-day period, up to a maximum amount of Additional Interest for all Registration Defaults of 1.00% per annum of the principal amount of Transfer Restricted Securities (as defined in the Registration Rights Agreement) for any period; provided, however, that, (x) if after all Registration Defaults have been cured or otherwise cease to be continuing (upon which event, no Additional Interest will continue to accrue), a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions and (y) for the avoidance of doubt, Additional Interest will only accrue on Securities which are Transfer Restricted Securities. Any amounts of Additional Interest due penalty pursuant to this Section 110 will 5.4 shall be payable in cash on the regular interest payment dates with respect calculated to apply only to the Notes and in the same manner and to the same persons as ordinary interest. The amount percentage of Additional Interest will be determined by multiplying the applicable Additional Interest Rate Registrable Shares which are permitted by the principal amount of SEC to be registered within the Notes and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months), and the denominator of which is 360timeframes provided for in this Agreement.

Registration Default. In If (i) the event that Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (ii) after a Registration Statement has been declared effective by the Commission, sales of Registrable Securities (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k) under the Securities Act (“Rule 144(k)”) cannot be made by a Holder under a Registration Statement for any reason not within the exclusive control of such Holder, or (iii) an amendment or supplement to a Registration Statement, or a new registration statement, required to be filed pursuant to the terms of Section 3(j) below, is not filed on or before the date required by such section (each of the foregoing clauses (i), (ii), and (iii) being referred to herein as a “Registration Default”), the Company shall make cash payments to each Holder equal to such Holder’s pro rata share (based on the aggregate number of Registrable Securities then held by or issuable to such Holder as of the occurrence of the Registration Deadline) equal to two percent (2%) of the aggregate Purchase Price paid by such Holder for such Holder’s Note and Warrants for each thirty (30) day period (pro rated for partial periods) in which a Registration Default exists. Notwithstanding any provision of this Agreement to the contrary, the Company shall be permitted to suspend the Registration Statement (x) for one or more periods provided that the aggregate length of such suspension shall not exceed an aggregate of thirty (30) calendar days in any consecutive 365 day period to the extent that the Board of Directors of the Company concludes reasonably and in good faith that the disclosure of information in the prospectus is not in the best interest of the Company or (y) for one or more periods provided that the aggregate length of such suspension shall not exceed an aggregate of sixty (60) days in any period of consecutive 365 day period for any reason. Each such payment required to be made under this Section 2(c) shall be made within five (5) Business Days following the last day of each calendar month in which a Registration Default exists. Any such payment made following such five (5) Business Day window shall be subject to interest at the lower of ten percent (10%) and the maximum rate permitted by applicable law. The maximum aggregate payments under this paragraph shall not exceed 8% of the principal amount of the Notes. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Securities Purchase Agreement, the Notes, or otherwise. Notwithstanding anything to the contrary, no payment shall be due pursuant to this Section if the Registration Statement becomes effective for less than one hundred and fifty percent (150%) of the number of shares of Common Stock issuable upon conversion of the Notes and exercise of the Warrants (such number to be determined using the Conversion Price (as defined in the Registration Rights AgreementNotes) occurs, and Exercise Price (as defined in the Company shall pay additional interest (Warrants) in addition to the interest otherwise due) (“Additional Interest”) to the Holder from and including the date effect on which any such Registration Default occurs to but excluding the date on which the Registration Defaults have ceased Statement is filed and without regard to be continuing at a rate of 0.25% per annum (the “Additional Interest Rate”any restriction on such conversion or exercise) and with respect to each subsequent 90-day period until all Registration Defaults have been cured or otherwise cease to be continuing. Additional Interest will increase by an additional 0.25% per annum with respect to each such subsequent 90-day period, up to a maximum amount of Additional Interest for all Registration Defaults of 1.00% per annum of the principal amount of Transfer Restricted Securities (so long as defined in the Registration Rights Agreement) Statement is effective for any period; provided, however, that, (x) if after all Registration Defaults have been cured or otherwise cease to be continuing (upon which event, no Additional Interest will continue to accrue), a different Registration Default occurs, not less than the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions and (y) for the avoidance of doubt, Additional Interest will only accrue on Securities which are Transfer Restricted Securities. Any amounts of Additional Interest due pursuant to this Section 110 will be payable in cash on the regular interest payment dates with respect to the Notes and in the same manner and to the same persons as ordinary interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Notes and further multiplied by a fraction, the numerator of which is the maximum number of days such Additional Interest Rate was applicable during such period (determined on Registrable Securities as to which the basis Registration Statement may become effective within the parameters of a 360 day year comprised of twelve 30 day months), and the denominator of which is 360Rule 415.

Registration Default. In the event that If a Registration Default occurs with respect to the Notes that are Transfer Restricted Notes (as such term is defined in the Registration Rights Agreement) occursand remains uncured, the Company shall pay then additional interest (in addition to shall accrue on the interest otherwise due) (“Additional Interest”) to principal amount of the Holder from and including the date on which any such Registration Default occurs to but excluding the date on which the Registration Defaults have ceased to be continuing Notes that are Transfer Restricted Notes at a rate of 0.250.250% per annum for the first 90-day period beginning on the day immediately following such Registration Default (the “Additional Interest Rate”) and with respect to which rate will be increased by an additional 0.250% per annum for each subsequent 90-day period until all Registration Defaults have been cured or otherwise cease that such additional interest continues to be continuing. Additional Interest will increase by an additional 0.25% per annum with respect to each such subsequent 90-day periodaccrue, up to a maximum amount of Additional Interest for all Registration Defaults of 1.000.500% per annum of additional interest) (any such additional interest, the principal amount “Additional Interest”). The Additional Interest (if any) will cease to accrue when all Registration Defaults are cured. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities (as defined in Notes, the Registration Rights Agreement) for any periodinterest rate borne by the relevant Transfer Restricted Notes will be reduced to 6.450% per annum; provided, however, that, (x) if after all Registration Defaults have been cured or otherwise cease to be continuing (upon which event, no Additional Interest will continue to accrue)any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities Notes shall again be increased pursuant to the foregoing provisions and (y) for this Section 6.05. For the avoidance of doubt, the occurrence and continuation of more than one Registration Default shall not result in an increase in the rate of Additional Interest. Notwithstanding the foregoing, a Holder of Notes who is not entitled to the benefits of a Shelf Registration Statement shall not be entitled to any Additional Interest will only accrue on Securities which are Transfer Restricted Securitiesas a result of a Registration Default that pertains to a Shelf Registration Statement. Any amounts of Additional Interest due pursuant to this Section 110 will be payable in cash on the regular same original interest payment dates as interest on the Notes is payable. In the event that the Issuers are required to pay Additional Interest to Holders of Notes pursuant to the Registration Rights Agreement, the Issuers will provide written notice to the Trustee of their obligation to pay Additional Interest no later than fifteen days prior to the proposed payment date for the Additional Interest, and such notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder of the Notes to determine Additional Interest, or with respect to the Notes and in nature, extent, or calculation of the same manner and to the same persons as ordinary interest. The amount of Additional Interest will be determined by multiplying owed, or with respect to the applicable method employed in such calculation of Additional Interest Rate by the principal amount of the Notes and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months), and the denominator of which is 360Interest.

Registration Default. In If (A) the event that Registration Statement is not filed in the form required hereby on or before the applicable Filing Deadline or declared effective by the Commission on or before the Registration Deadline, or (B) after the Registration Statement has been declared effective by the Commission and other than during a Registration Default period in which an Allowed Delay (as defined hereinafter defined) is in effect, sales of Registrable Securities cannot be made by a Holder under the Registration Rights AgreementStatement for any reason not within the exclusive control of such Holder, (each of (A) occursand (B) being referred to herein as a “Registration Default”), the Company shall pay additional interest make payments to each Holder (each, a “Registration Default Payment”) equal to one percent (1.0%) of the Purchase Price for the Securities then held by such Holder for each thirty (30) day period until the Registration Default is cured (such payment to be prorated for any period in which the Registration Default continues for less than thirty days). Each Registration Default Payment may, at the Company’s option, be paid in cash in immediately available funds or in shares of its Common Stock; provided that if a Registration Default Payment is made in shares of Common Stock, the number of shares issuable as payment shall be equal to the quotient obtained by dividing (i) the amount of such Registration Default Payment by (ii) 97% of the Trading Price as of the last day of the calendar month in which the Registration Default giving rise to such Registration Default Payment occurred or is continuing. Each Registration Default Payment shall be made within five (5) Business Days following the last day of the calendar month in which the Registration Default giving rise to such Registration Default Payment occurred or is continuing. Any such payment shall be in addition to the interest otherwise due) (“Additional Interest”) to the Holder from and including the date on which any such Registration Default occurs to but excluding the date on which the Registration Defaults have ceased to be continuing at a rate of 0.25% per annum (the “Additional Interest Rate”) and with respect other remedies available to each subsequent 90-day period until all Registration Defaults have been cured Holder at law or otherwise cease to be continuing. Additional Interest will increase by an additional 0.25% per annum with respect to each such subsequent 90-day periodin equity, up to a maximum amount of Additional Interest for all Registration Defaults of 1.00% per annum of the principal amount of Transfer Restricted Securities (as defined in the Registration Rights Agreement) for any period; provided, however, that, (x) if after all Registration Defaults have been cured or otherwise cease to be continuing (upon which event, no Additional Interest will continue to accrue), a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased whether pursuant to the foregoing provisions and (y) for the avoidance of doubt, Additional Interest will only accrue on Securities which are Transfer Restricted Securities. Any amounts of Additional Interest due pursuant to this Section 110 will be payable in cash on the regular interest payment dates with respect to the Notes and in the same manner and to the same persons as ordinary interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Notes and further multiplied by a fractionterms hereof, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months)Purchase Agreement, and the denominator of which is 360or otherwise.