Common use of Additional Registration Statement Clause in Contracts

Additional Registration Statement. In the event the Current Market Price declines to $.75 per share or less and each time thereafter that the Current Market Price declines by 20% (each such date, a "DECLINE DATE"), the Company shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Investor, file an additional Registration Statement with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Shares and exercise of the Warrants (the "ADDITIONAL REGISTRABLE SECURITIES") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $.25 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 20% less than the Conversion Price assumed with respect to the immediately preceding Additional Registration Statement. The Company shall, to the extent required by the Securities Act, as reasonably determined by the Investor, prepare and file with the Commission not later than the 30th day thereafter, a Registration Statement relating to the offer and sale of such Additional Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but not later than 60 days thereafter. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of such Additional Registrable Securities. If the Additional Registration Statement is not (i) filed with the Commission within 30 days after the Decline Date or (ii) declared effective by the Commission within 90 days after the Decline Date (either of which, without duplication, an "ADDITIONAL REGISTRATION DATE"), then the Company shall make the payments to the Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and 3.5% for each Additional Computation Date thereafter, calculated on a pro rata basis to the date on which the Additional Registration Statement is filed with (in the event of an Additional Registration Date pursuant to clause (i) above) or declared effective by (in the event of an Additional Registration Date pursuant to clause (ii) above) the Commission (the "ADDITIONAL PERIODIC AMOUNT"). The full Additional Periodic Amount shall be paid by the Company to the Investor by wire transfer of immediately available funds within three days after each Additional Computation Date.

Additional Registration Statement. In the event the Current Market Price declines to $.75 0.80 per share or less and each time thereafter that (the Current Market Price declines by 20% (each such date, a "DECLINE DATEDecline Date"), the Company shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, file an additional Registration Statement with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Shares and exercise of the Warrants (the "ADDITIONAL REGISTRABLE SECURITIESAdditional Registrable Securities") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $.25 0.30 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 20% less than the Conversion Price assumed with respect to the immediately preceding Additional Registration Statementshare. The Company shall, to the extent required by the Securities Act, as reasonably determined by the Initial Investor, prepare and file with the Commission not later than the 30th day thereafter, a Registration Statement relating to the offer and sale of such Additional Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but not later than 60 days thereafter. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of such Additional Registrable Securities. If the Additional Registration Statement is not (i) filed with the Commission within 30 days after the Decline Date or (ii) declared effective by the Commission within 90 days after the Decline Date (either of which, without duplication, an "ADDITIONAL REGISTRATION DATEAdditional Registration Date"), then the Company shall make the payments to the Initial Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and 3.5% for each Additional Computation Date thereafter, calculated on a pro rata basis to the date on which the Additional Registration Statement is filed with (in the event of an Additional Registration Date pursuant to clause (i) above) or declared effective by (in the event of an Additional Registration Date pursuant to clause (ii) above) the Commission (the "ADDITIONAL PERIODIC AMOUNTAdditional Periodic Amount")) provided, however, that in no event shall the liquidated damages be less than $25,000. The full Additional Periodic Amount shall be paid by the Company to the Initial Investor by wire transfer of immediately available funds within three days after each Additional Computation Date.

Additional Registration Statement. In No later than five (5) Business Days after the event the Current Market Price declines to $.75 per share or less and each time thereafter that the Current Market Price declines by 20% (each such date, a "DECLINE DATE")Authorized Shares Increase Date, the Company shallshall file with the Commission a registration statement (which shall be on Form S-3 unless the Company is not then eligible to use Form S-3 to register the Delayed Exercise Warrant Shares) for the registration under the Securities Act of the Delayed Exercise Warrant Shares (the “Additional Registration Statement”), and it shall take such reasonable action as is necessary to qualify for sale, in those states in which the Delayed Exercise Warrants were initially offered by the Company, the Delayed Exercise Warrant Shares, provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. The Company shall use its commercially reasonable efforts to cause the Additional Registration Statement to become effective as promptly as practicable and in no event later than the time that the Delayed Exercise Warrants first become exercisable in accordance with their terms and shall use its commercially reasonable efforts to maintain the effectiveness and availability of such registration statement until the earlier of (i) the expiration of the Delayed Exercise Warrants in accordance with their terms or (ii) the time no Delayed Exercise Warrants remain outstanding. The Company shall take all commercially reasonable action to include the Delayed Exercise Warrant Shares for listing on the NYSE Amex or for listing or quotation on such exchange or trading market on which the Common Stock is then listed or quoted on or prior to the extent date that the Delayed Exercise Warrants first become exercisable in accordance with their terms. Notwithstanding the provisions of this Section 7.5, the Company shall not be required to file or maintain the effectiveness of an Additional Registration Statement in the event that the Company delivers to the Representative and the Warrant Agent an opinion (in form and substance reasonably satisfactory to the Representative) of outside counsel to the Company reasonably satisfactory to the Representative to the effect that the issuance of the Delayed Exercise Warrant Shares to the holders of the Delayed Exercise Warrants is exempt from the registration requirements of the Securities Act and may be freely resold by any holder of Delayed Exercise Warrants that is not an Affiliate at the time of exercise without further registration under the Securities Act either pursuant to (i) a Cashless Exercise or (ii) an exemption from registration under the Securities Act (because the additional shares were “Opinion of Counsel”). In the event that the Company determines that it does not covered by wish to file and maintain the effectiveness of an Additional Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Investor, file an additional Registration Statement in compliance with the Commission for terms of this paragraph and delivers the Opinion of Counsel, no later than two (2) Business Days after the delivery of such additional number Opinion of Registrable Securities as would be issuable upon conversion Counsel, the Company shall issue a press release announcing that it has determined not to file and maintain the effectiveness of the Preferred Shares and exercise of the Warrants (the "ADDITIONAL REGISTRABLE SECURITIES") in addition to those previously registered, assuming (x) with respect to the first an Additional Registration Statement, a Conversion Price of $.25 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 20% less than explaining in reasonable detail the Conversion Price assumed with respect to the immediately preceding Additional Registration Statement. The Company shall, to the extent required by the Securities Act, as reasonably determined by the Investor, prepare and file with the Commission not later than the 30th day thereafter, a Registration Statement relating to the offer and sale of such Additional Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but not later than 60 days thereafter. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of such Additional Registrable Securities. If the Additional Registration Statement is not (i) filed with the Commission within 30 days after the Decline Date or (ii) declared effective by the Commission within 90 days after the Decline Date (either of which, without duplication, an "ADDITIONAL REGISTRATION DATE"), then the Company shall make the payments to the Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and 3.5% for each Additional Computation Date thereafter, calculated on a pro rata basis to the date on which the Additional Registration Statement is filed with (in Delayed Exercise Warrant Shares may be issued to and freely resold by holders of Delayed Exercise Warrants who are not Affiliates of the event Company upon the exercise of an Additional Registration Date pursuant to clause (i) above) or declared effective by (in the event of an Additional Registration Date pursuant to clause (ii) above) the Commission (the "ADDITIONAL PERIODIC AMOUNT")Delayed Exercise Warrants. The full Additional Periodic Amount shall provisions of this Section 7.5 may not be paid by modified, amended or deleted without the Company to prior written consent of the Investor by wire transfer of immediately available funds within three days after each Additional Computation DateRepresentative.

Additional Registration Statement. In No later than five (5) business days after the Capital Event Date, the Company shall file with the Commission a registration statement (which shall be on Form S-3 unless the Company is not then eligible to use Form S-3 to register the Warrant Shares) for the registration under the Securities Act of the Warrant Shares (the “Additional Registration Statement”), and it shall take such reasonable action as is necessary to qualify for sale, in those states in which the Warrant was initially offered by the Company, the Warrant Shares, provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. The Company shall use its commercially reasonable efforts to cause the Additional Registration Statement to become effective as promptly as practicable and in no event later than the Current Market Price declines to $.75 per share or less and each time thereafter that the Current Warrant first becomes exercisable in accordance with its terms and shall use its commercially reasonable efforts to maintain the effectiveness and availability of such registration statement until the earlier of (i) the expiration of the Warrant in accordance with its terms or (ii) the time the Warrant is no longer outstanding. The Company shall take all commercially reasonable action to include the Warrant Shares for listing on an Eligible Market Price declines by 20% (each such date, a "DECLINE DATE"as defined in Section 16(e) below) on or prior to the date that the Warrant first becomes exercisable in accordance with its terms. Notwithstanding the provisions of this Section 8(b), the Company shall, shall not be required to file or maintain the effectiveness of an Additional Registration Statement in the event that the Company delivers to the extent required Underwriter and the Escrow Agent an opinion (in form and substance reasonably satisfactory to the Underwriter) of outside counsel to the Company reasonably satisfactory to the Underwriter to the effect that the issuance of the Warrant Shares to the Holder is exempt from the registration requirements of the Securities Act and may be freely resold by the Holder if it is not an affiliate at the time of exercise without further registration under the Securities Act either pursuant to either (i) a cashless exercise or (ii) an exemption from registration under the Securities Act (because the additional shares were “Opinion of Counsel”). In the event that the Company determines that it does not covered by wish to file and maintain the effectiveness of an Additional Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Investor, file an additional Registration Statement in compliance with the Commission for terms of this paragraph and delivers the Opinion of Counsel, no later than two (2) business days after the delivery of such additional number Opinion of Registrable Securities as would be issuable upon conversion Counsel, the Company shall issue a press release announcing that it has determined not to file and maintain the effectiveness of the Preferred Shares and exercise of the Warrants (the "ADDITIONAL REGISTRABLE SECURITIES") in addition to those previously registered, assuming (x) with respect to the first an Additional Registration Statement, a Conversion Price of $.25 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 20% less than explaining in reasonable detail the Conversion Price assumed with respect to the immediately preceding Additional Registration Statement. The Company shall, to the extent required by the Securities Act, as reasonably determined by the Investor, prepare and file with the Commission not later than the 30th day thereafter, a Registration Statement relating to the offer and sale of such Additional Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but not later than 60 days thereafter. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of such Additional Registrable Securities. If the Additional Registration Statement is not (i) filed with the Commission within 30 days after the Decline Date or (ii) declared effective by the Commission within 90 days after the Decline Date (either of which, without duplication, an "ADDITIONAL REGISTRATION DATE"), then the Company shall make the payments to the Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and 3.5% for each Additional Computation Date thereafter, calculated on a pro rata basis to the date on which the Additional Registration Statement is filed with (Warrant Shares may be issued to and freely resold by the Holder upon the exercise of the Warrant. Any exercise of this Warrant after the issuance of such press release shall only be effected by cashless exercise as provided in the event of an Additional Registration Date pursuant to clause (iSection 1(d) above) or declared effective by (in the event of an Additional Registration Date pursuant to clause (ii) above) the Commission (the "ADDITIONAL PERIODIC AMOUNT"). The full Additional Periodic Amount shall provisions of this Section 8(b) may not be paid by modified, amended or deleted without the Company to the Investor by wire transfer of immediately available funds within three days after each Additional Computation DateUnderwriter’s prior written consent.

Additional Registration Statement. In the event the Current Market Price declines to Five Dollars ($.75 5 (U.S.)) per share or less and each time thereafter that the Current Market Price declines by 20% ten percent (10%) (each such date, a "DECLINE DATEDecline Date"), the Company shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, file an additional Registration Statement with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Shares Debenture and exercise of the Warrants Warrant (the "ADDITIONAL REGISTRABLE SECURITIESAdditional Registrable Securities") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of Three Dollars ($.25 3 U.S.)) per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 20% ten percent (10%) less than the Conversion Price assumed with respect to the immediately preceding Additional Registration Statement. The Company shall, to the extent required by the Securities Act, as reasonably determined by the Initial Investor, prepare and file with the Commission not later than the 30th day thereafter, a Registration Statement relating to the offer and sale of such Additional Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but not later than 60 days thereafter. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of such Additional Registrable Securities. If the Additional Registration Statement is not (i) filed with the Commission within 30 days after the Decline Date or (ii) declared effective by the Commission within 90 days after the Decline Date (either of which, without duplication, an "ADDITIONAL REGISTRATION DATEAdditional Registration Date"), then the Company shall make the payments to the Initial Investor at equal to 2% (the "Liquidated Damage Rate Rate") of the Purchase Price (as defined in the Securities Purchase Agreement) from the Additional Registration Date to the first Additional Computation Date and 3.5% for each Additional Computation Date thereafter, calculated on a pro rata basis to the date on which the Additional Registration Statement is filed with (in the event of an Additional Registration Date pursuant to clause (i) above) or declared effective by (in the event of an Additional Registration Date pursuant to clause (ii) above) the Commission (the "ADDITIONAL PERIODIC AMOUNTAdditional Periodic Amount")) provided, however, that in no event shall the liquidated damages be less than -------- ------- $25,000; provided, further, however, that if the Additional Registration -------- ------- ------- Statement is not declared effective by the Commission within 120 days after the Additional Registration Date set forth in clause (ii) above, then the Liquidated Damage Rate shall increase to 4%; provided, further, however, that the -------- ------- ------- Liquidated Damage Rate shall increase by 1% for each 30 day period after the 120/th/ day after the Additional Registration Date set forth in clause (ii) above that the Additional Registration Statement is not declared effective by the Commission. The full Additional Periodic Amount shall be paid by the Company to the Initial Investor by wire transfer of immediately available funds within three (3) days after each Additional Computation Date.

Additional Registration Statement. In the event the Current Market Price declines to $.75 1.50 per share or less and each time thereafter that the Current Market Price declines by 2010% (each such date, a "DECLINE DATE"), the Company shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, file an additional Registration Statement with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Shares and exercise of the Warrants (the "ADDITIONAL REGISTRABLE SECURITIES") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $.25 .50 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 2010% less than the Conversion Price assumed with respect to the immediately preceding Additional Registration Statement. The Company shall, to the extent required by the Securities Act, as reasonably determined by the Initial Investor, prepare and file with the Commission not later than the 30th day thereafter, a Registration Statement relating to the offer and sale of such Additional Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but not later than 60 days thereafter. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of such Additional Registrable Securities. If the Additional Registration Statement is not (i) filed with the Commission within 30 days after the Decline Date or (ii) declared effective by the Commission within 90 days after the Decline Date (either of which, without duplication, an "ADDITIONAL REGISTRATION DATE"), then the Company shall make the payments to the Initial Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and 3.5% for each Additional Computation Date thereafter, calculated on a pro rata basis to the date on which the Additional Registration Statement is filed with (in the event of an Additional Registration Date pursuant to clause (i) above) or declared effective by (in the event of an Additional Registration Date pursuant to clause (ii) above) the Commission (the "ADDITIONAL PERIODIC AMOUNT")) provided, however, that in no event shall the liquidated damages be less than $25,000; provided, further, however, that if the Additional Registration Statement is not declared effective by the Commission within 120 days after the Additional Registration Date set forth in clause (ii) above, then the Liquidated Damage Rate shall increase to 3%; provided, further, however, that the Liquidated Damage Rate shall increase by 1% for each 30 day period after the 120th day after the Additional Registration Date set forth in clause (ii) above that the Additional Registration Statement is not declared effective by the Commission. The full Additional Periodic Amount shall be paid by the Company to the Initial Investor by wire transfer of immediately available funds within three days after each Additional Computation Date.

Additional Registration Statement. In the event the Current Market Price declines to $.75 1.25 per share or less and each time thereafter that the Current Market Price declines by 2010% (each such date, a "DECLINE DATE"), the Company shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, file an additional Registration Statement with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Shares and exercise of the Warrants (the "ADDITIONAL REGISTRABLE SECURITIES") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $.25 0.50 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 2010% less than the Conversion Price assumed with respect to the immediately preceding Additional Registration Statement. The Company shall, to the extent required by the Securities Act, as reasonably determined by the Initial Investor, prepare and file with the Commission not later than the 30th day thereafter, a Registration Statement relating to the offer and sale of such Additional Registrable Securities and shall use its best commercially reasonable efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but not later than 60 days thereafter. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of such Additional Registrable Securities. If the Additional Registration Statement is not (i) filed with the Commission within 30 days after the Decline Date for any reason whatsoever or (ii) declared effective by the Commission within 90 days after the Decline Date for any reason whatsoever (either of which, without duplication, an "ADDITIONAL REGISTRATION DATE"), then the Company shall make the payments to the Initial Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and 3.5% for each Additional Computation Date thereafter, calculated on a pro rata basis to the date on which the Additional Registration Statement is filed with (in the event of an Additional Registration Date pursuant to clause (i) above) or declared effective by (in the event of an Additional Registration Date pursuant to clause (ii) above) the Commission (the "ADDITIONAL PERIODIC AMOUNT")) PROVIDED, HOWEVER, that in no event shall the liquidated damages be less than $25,000; PROVIDED, FURTHER, HOWEVER, that if the Additional Registration Statement is not declared effective by the Commission within 120 days after the Additional Registration Date set forth in clause (ii) above, then the Liquidated Damage Rate shall increase to 4%; PROVIDED, FURTHER, HOWEVER, that the Liquidated Damage Rate shall increase by 1% for each 30 day period after the 120th day after the Additional Registration Date set forth in clause (ii) above that the Additional Registration Statement is not declared effective by the Commission. The full Additional Periodic Amount shall be paid by the Company to the Initial Investor by wire transfer of immediately available funds within three days after each Additional Computation Date.

Additional Registration Statement. In Promptly following the event Share Increase Date but no later than five (5) Business Days after the Current Market Price declines to $.75 per share or less and each time thereafter that Share Increase Date (the Current Market Price declines by 20% (each such date, a "DECLINE DATE"“Additional Filing Deadline”), the Company shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Investor, file an additional Registration Statement with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Shares and exercise of the Warrants (the "ADDITIONAL REGISTRABLE SECURITIES") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $.25 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 20% less than the Conversion Price assumed with respect to the immediately preceding Additional Registration Statement. The Company shall, to the extent required by the Securities Act, as reasonably determined by the Investor, shall prepare and file with the Commission not later than the 30th day thereafter, a SEC one Registration Statement relating on Form S-1, covering the resale of the Remaining Registrable Securities. Subject to the offer and sale of such Additional Registrable Securities and shall use its best efforts to cause the Commission to declare any SEC comments, such Registration Statement effective under shall include the Securities Act plan of distribution attached hereto as promptly Exhibit A; provided, however, that no Investor shall be named as practicable but not later than 60 days thereafteran “underwriter” in the Registration Statement without the Investor’s prior written consent. The Company Such Registration Statement also shall cover pursuant to Rule 416 such indeterminate number of additional shares of Common Stock due to an increase in the number of Series B Warrant Shares resulting from changes in the Exercise Price pursuant to the terms of the Series B Warrants. Such Registration Statement shall not include any shares of Common Stock or other securities in for the account of any other holder without the prior written consent of the Required Investors. The Registration Statement relating (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the offer Investors and sale of such Additional Registrable Securitiestheir counsel prior to its filing or other submission. If the Additional a Registration Statement covering the Remaining Registrable Securities is not (i) filed with the Commission within 30 days after SEC on or prior to the Decline Date or (ii) declared effective by the Commission within 90 days after the Decline Date (either of whichAdditional Filing Deadline, without duplication, an "ADDITIONAL REGISTRATION DATE"), then the Company shall will make the pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor at the Liquidated Damage Rate from the Additional Registration Date pursuant to the first Additional Computation Date and 3.5% Purchase Agreement for each Additional Computation Date thereafter, calculated on a 30-day period or pro rata basis to for any portion thereof following the date on Initial Filing Deadline for which the Additional no Registration Statement is filed with (in respect to the event Remaining Registrable Securities. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of an Additional Registration Date pursuant the Investors to clause (i) above) or declared effective by (in the event of an Additional Registration Date pursuant to clause (ii) above) the Commission (the "ADDITIONAL PERIODIC AMOUNT")seek injunctive relief. The full Additional Periodic Amount Such payments shall be paid by made to each Investor in cash no later than three (3) Business Days after the Company to the Investor by wire transfer end of immediately available funds within three days after each Additional Computation Date30-day period.

Additional Registration Statement. In If the event Bank does not propose to amend the Current Market Price declines to $.75 per share or less and each time thereafter that the Current Market Price declines by 20% (each such date, a "DECLINE DATE"), the Company shall, to the extent required by the Securities Act (because the additional shares were not covered by the Initial Registration Statement filed pursuant to Section 2(a))or, as reasonably determined by the Investor, file if an additional Registration Statement with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Shares and exercise of the Warrants (the "ADDITIONAL REGISTRABLE SECURITIES") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $.25 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 20% less than the Conversion Price assumed with respect to the immediately preceding Additional Registration Statement. The Company shall, to the extent required by the Securities Act, as reasonably determined by the Investor, prepare and file with the Commission not later than the 30th day thereafter, a Registration Statement relating to the offer and sale of such Additional Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but not later than 60 days thereafter. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of such Additional Registrable Securities. If the Additional Registration Statement is has been filed and the Bank does not (i) propose to amend it and if any post-effective amendment to either such registration statement has been filed with the Commission within 30 days after prior to the Decline Date or execution and delivery of the Terms Agreement, the most recent amendment (iiif any) to each such registration statement has been declared effective by the Commission within 90 days after or has become effective upon filing pursuant to Rule 462(c) under the Decline Date (either Act or, in the case of which, without duplication, an "ADDITIONAL REGISTRATION DATE"), then the Company shall make the payments to the Investor at the Liquidated Damage Rate from the any Additional Registration Date to the first Additional Computation Date Statement, Rule 462(b). The Initial Registration Statement and 3.5% for each Additional Computation Date thereafter, calculated on a pro rata basis to the date on which the any Additional Registration Statement is filed are hereinafter referred to collectively as the "Registration Statements" and individually as a "Registration Statement." Copies of the Registration Statements, together with (in any post-effective amendments have been furnished to the event of an Additional Registration Date Underwriters. The Bank proposes to file with the Commission pursuant to clause Rule 424 (i"Rule 424") above) or declared effective by (in under the event of an Additional Registration Date pursuant to clause (ii) above) the Commission Act a supplement (the "ADDITIONAL PERIODIC AMOUNTProspectus Supplement")) to the form of prospectus included in a Registration Statement (such prospectus, in the form it appears in a Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Series Certificate and the Notes and the plan of distribution thereof. The full Additional Periodic Amount Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriters shall agree in writing to a modification, the Final Prospectus shall be paid by in all substantial respects in the Company form furnished to the Investor by wire transfer Underwriters prior to the execution of immediately available funds within three days after each Additional Computation Date.the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriters, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus";

Additional Registration Statement. In the event the Current Market Price declines to $.75 3.00 per share or less and each time thereafter that the Current Market Price declines by 2025% (each such date, a "DECLINE DATE"), the Company shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, file an additional Registration Statement with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Shares and exercise of the Warrants (the "ADDITIONAL REGISTRABLE SECURITIES") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $.25 0.75 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 2025% less than the Conversion Price assumed with respect to the immediately preceding Additional Registration Statement. The Company shall, to the extent required by the Securities Act, as reasonably determined by the Initial Investor, prepare and file with the Commission not later than the 30th day thereafter, a Registration Statement relating to the offer and sale of such Additional Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but not later than 60 days thereafter. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of such Additional Registrable Securities. If the Additional Registration Statement is not (i) filed with the Commission within 30 days after the Decline Date or (ii) declared effective by the Commission within 90 days after the Decline Date (either of which, without duplication, an "ADDITIONAL REGISTRATION DATE"), then the Company shall make the payments to the Initial Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and 3.5% for each Additional Computation Date thereafter, calculated on a pro rata basis to the date on which the Additional Registration Statement is filed with (in the event of an Additional Registration Date pursuant to clause (i) above) or declared effective by (in the event of an Additional Registration Date pursuant to clause (ii) above) the Commission (the "ADDITIONAL PERIODIC AMOUNT")) PROVIDED, HOWEVER, that in no event shall the liquidated damages be less than $18,326; PROVIDED, FURTHER, HOWEVER, that if the Additional Registration Statement is not declared effective by the Commission within 120 days after the Additional Registration Date set forth in clause (ii) above, then the Liquidated Damage Rate shall increase to 4%; PROVIDED, FURTHER, HOWEVER, that the Liquidated Damage Rate shall increase by 1% for each 30 day period after the 120th day after the Additional Registration Date set forth in clause (ii) above that the Additional Registration Statement is not declared effective by the Commission. The full Additional Periodic Amount shall be paid by the Company to the Initial Investor by wire transfer of immediately available funds within three days after each Additional Computation Date.

Additional Registration Statement. In No later than five (5) business days after the Authorized Shares Increase Date, the Company shall file with the Commission a registration statement (which shall be on Form S-3 unless the Company is not then eligible to use Form S-3 to register the Warrant Shares) for the registration under the Securities Act of the Warrant Shares (the “Additional Registration Statement”), and it shall take such reasonable action as is necessary to qualify for sale, in those states in which the Warrant was initially offered by the Company, the Warrant Shares, provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. The Company shall use its commercially reasonable efforts to cause the Additional Registration Statement to become effective as promptly as practicable and in no event later than the Current Market Price declines to $.75 per share or less and each time thereafter that the Current Warrant first become exercisable in accordance with its terms and shall use its commercially reasonable efforts to maintain the effectiveness and availability of such registration statement until the earlier of (i) the expiration of the Warrant in accordance with its terms or (ii) the time the Warrant is no longer outstanding. The Company shall take all commercially reasonable action to include the Warrant Shares for listing on a Trading Market Price declines by 20% (each such date, a "DECLINE DATE"as defined in Section 5(f) below) on or prior to the date that the Warrant first become exercisable in accordance with its terms. Notwithstanding the provisions of this Section 5(e), the Company shall, shall not be required to file or maintain the effectiveness of an Additional Registration Statement in the event that the Company delivers to Xxxx and the Escrow Agent an opinion (in form and substance reasonably satisfactory to Xxxx) of outside counsel to the extent required Company reasonably satisfactory to Xxxx to the effect that the issuance of the Warrant Shares to the holders of the Series A Warrants is exempt from the registration requirements of the Securities Act and may be freely resold by any holder of Series A Warrants that is not an affiliate of the Company at the time of exercise without further registration under the Securities Act pursuant to either (i) a cashless exercise effected pursuant to Section 2(c) of the Series A Warrants or (ii) an exemption from registration under the Securities Act (because the additional shares were “Opinion of Counsel”). In the event that the Company determines that it does not covered by wish to file and maintain the effectiveness of an Additional Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Investor, file an additional Registration Statement in compliance with the Commission for terms of this paragraph and delivers the Opinion of Counsel, no later than two (2) business days after the delivery of such additional number Opinion of Registrable Securities as would be issuable upon conversion Counsel, the Company shall issue a press release announcing that it has determined not to file and maintain the effectiveness of the Preferred Shares and exercise of the Warrants (the "ADDITIONAL REGISTRABLE SECURITIES") in addition to those previously registered, assuming (x) with respect to the first an Additional Registration Statement, a Conversion Price of $.25 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 20% less than explaining in reasonable detail the Conversion Price assumed with respect to the immediately preceding Additional Registration Statement. The Company shall, to the extent required by the Securities Act, as reasonably determined by the Investor, prepare and file with the Commission not later than the 30th day thereafter, a Registration Statement relating to the offer and sale of such Additional Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but not later than 60 days thereafter. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of such Additional Registrable Securities. If the Additional Registration Statement is not (i) filed with the Commission within 30 days after the Decline Date or (ii) declared effective by the Commission within 90 days after the Decline Date (either of which, without duplication, an "ADDITIONAL REGISTRATION DATE"), then the Company shall make the payments to the Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and 3.5% for each Additional Computation Date thereafter, calculated on a pro rata basis to the date on which the Additional Registration Statement is filed with (Warrant Shares may be issued to and freely resold by the Holder upon the exercise of the Warrant. Any exercise of this Warrant after the issuance of such press release shall only be effected by cashless exercise as provided in the event of an Additional Registration Date pursuant to clause (i) above) or declared effective by (in the event of an Additional Registration Date pursuant to clause (ii) above) the Commission (the "ADDITIONAL PERIODIC AMOUNT"Section 2(c). The full Additional Periodic Amount shall provisions of this Section 5(e) may not be paid by the Company modified, amended or deleted without Roth’s prior written consent in addition to the Investor by wire transfer consent of immediately available funds within three days after each Additional Computation Datethe Holder required pursuant to Section 5(n).

Additional Registration Statement. In the event the Current Market Price declines to $.75 3.00 per share or less and each time thereafter that the Current Market Price declines by 20% (each such date, a "DECLINE DATE"), the Company shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, file an additional Registration Statement with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Shares and exercise of the Warrants (the "ADDITIONAL REGISTRABLE SECURITIES") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $.25 1.50 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 20% less than the Conversion Price assumed with respect to the immediately preceding Additional Registration Statement. The Company shall, to the extent required by the Securities Act, as reasonably determined by the Initial Investor, prepare and file with the Commission not later than the 30th day thereafter, a Registration Statement relating to the offer and sale of such Additional Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but not later than 60 days thereafter. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of such Additional Registrable Securities. If the Additional Registration Statement is not (i) filed with the Commission within 30 days after the Decline Date or (ii) declared effective by the Commission within 90 days after the Decline Date (either of which, without duplication, an "ADDITIONAL REGISTRATION DATE"), then the Company shall make the payments to the Initial Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and 3.5% for each Additional Computation Date thereafter, calculated on a pro rata basis to the date on which the Additional Registration Statement is filed with (in the event of an Additional Registration Date pursuant to clause (i) above) or declared effective by (in the event of an Additional Registration Date pursuant to clause (ii) above) the Commission (the "ADDITIONAL PERIODIC AMOUNT")) provided, however, that in no event shall the liquidated damages be less than $25,000; provided, further, however, that if the Additional Registration Statement is not declared effective by the Commission within 120 days after the Additional Registration Date set forth in clause (ii) above, then the Liquidated Damage Rate shall increase to 4%; provided, further, however, that the Liquidated Damage Rate shall increase by 1% for each 30 day period after the 120th day after the Additional Registration Date set forth in clause (ii) above that the Additional Registration Statement is not declared effective by the Commission. The full Additional Periodic Amount shall be paid by the Company to the Initial Investor by wire transfer of immediately available funds within three days after each Additional Computation Date.

Additional Registration Statement. In the event the Current Market Price declines to $.75 per share or less and each time thereafter that the Current Market Price declines by 20% (each such date, a "DECLINE DATEDecline Date"), the Company shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, file an additional Registration Statement (an "Additional Registration Statement") or pre-effective amendment to the original Registration Statement with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Shares and exercise of the Warrants (the "ADDITIONAL REGISTRABLE SECURITIESAdditional Registrable Securities") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $.25 .75 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 20% less than the Conversion Price assumed with respect to the immediately preceding Additional Registration Statement. The Company shall, to the extent required by the Securities Act, as reasonably determined by the Initial Investor, prepare and file with the Commission not later than the 30th day thereafter, a Registration Statement relating to the offer and sale of such Additional Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but not later than 60 days thereafter. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of such Additional Registrable Securities. If the Additional Registration Statement is not (i) filed with the Commission within 30 days after the Decline Date or (ii) declared effective by the Commission within 90 days after the Decline Date (either of which, without duplication, an "ADDITIONAL REGISTRATION DATEAdditional Registration Date"), then the Company shall make the payments to the Initial Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and 3.5% for each Additional Computation Date thereafter, calculated on a pro rata basis to the date on which the Additional Registration Statement is filed with (in the event of an Additional Registration Date pursuant to clause (i) above) or declared effective by (in the event of an Additional Registration Date pursuant to clause (ii) above) the Commission (the "ADDITIONAL PERIODIC AMOUNTAdditional Periodic Amount")) provided, however, that in no event shall the liquidated damages be less than $25,000; provided, further, however, that if the Additional Registration Statement is not declared effective by the Commission within 120 days after the Additional Registration Date set forth in clause (ii) above, then the Liquidated Damage Rate shall increase to 4%; provided, further, however, that the Liquidated Damage Rate shall increase by 1% for each 30 day period after the 120th day after the Additional Registration Date set forth in clause (ii) above that the Additional Registration Statement is not declared effective by the Commission. The full Additional Periodic Amount shall be paid by the Company to the Initial Investor by wire transfer of immediately available funds within three days after each Additional Computation Date.

Additional Registration Statement. In the event the Current Market Price declines to $.75 10 per share or less and each time thereafter that the Current Market Price declines by 20% (each such date, a "DECLINE DATEDecline Date"), the Company shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, file an additional Registration Statement with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Shares and exercise of the Warrants (the "ADDITIONAL REGISTRABLE SECURITIESAdditional Registrable Securities") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $.25 5 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 20% less than the Conversion Price assumed with respect to the immediately preceding Additional Registration Statement. The Company shall, to the extent required by the Securities Act, as reasonably determined by the Initial Investor, prepare and file with the Commission not later than the 30th day thereafter, a Registration Statement relating to the offer and sale of such Additional Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but not later than 60 days thereafter. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of such Additional Registrable Securities. If the Additional Registration Statement is not (i) filed with the Commission within 30 days after the Decline Date or (ii) declared effective by the Commission within 90 days after the Decline Date (either of which, without duplication, an "ADDITIONAL REGISTRATION DATEAdditional Registration Date"), then the Company shall make the payments to the Initial Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and 3.5% for each Additional Computation Date thereafter, calculated on a pro rata basis to the date on which the Additional Registration Statement is filed with (in the event of an Additional Registration Date pursuant to clause (i) above) or declared effective by (in the event of an Additional Registration Date pursuant to clause (ii) above) the Commission (the "ADDITIONAL PERIODIC AMOUNTAdditional Periodic Amount")) provided, however, that in no event shall the liquidated damages be less than $25,000; provided, further, however, that if the Additional Registration Statement is not declared effective by the Commission within 120 days after the Additional Registration Date set forth in clause (ii) above, then the Liquidated Damage Rate shall increase to 4%; provided, further, however, that the Liquidated Damage Rate shall increase by 1% for each 30 day period after the 120th day after the Additional Registration Date set forth in clause (ii) above that the Additional Registration Statement is not declared effective by the Commission. The full Additional Periodic Amount shall be paid by the Company to the Initial Investor by wire transfer of immediately available funds within three days after each Additional Computation Date.

Additional Registration Statement. In the event the Current Market Price declines to $.75 per share or less and each time thereafter that the Current Market Price declines by 2025% (each such date, a "DECLINE DATE"), the Company shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, file an additional Registration Statement with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Shares and exercise of the Warrants (the "ADDITIONAL REGISTRABLE SECURITIES") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $.25 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 2025% less than the Conversion Price assumed with respect to the immediately preceding Additional Registration Statement. The Company shall, to the extent required by the Securities Act, as reasonably determined by the Initial Investor, prepare and file with the Commission not later than the 30th day thereafter, a Registration Statement relating to the offer and sale of such Additional Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but not later than 60 days thereafter. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of such Additional Registrable Securities. If the Additional Registration Statement is not (i) filed with the Commission within 30 days after the Decline Date or (ii) declared effective by the Commission within 90 60 days after the Decline Date (either of which, without duplication, an "ADDITIONAL REGISTRATION DATE"), then the Company shall make the payments to the Initial Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and 3.5% for each Additional Computation Date thereafter, calculated on a pro rata basis to the date on which the Additional Registration Statement is filed with (in the event of an Additional Registration Date pursuant to clause (i) above) or declared effective by (in the event of an Additional Registration Date pursuant to clause (ii) above) the Commission (the "ADDITIONAL PERIODIC AMOUNT"). The full Additional Periodic Amount shall be paid by the Company to the Initial Investor by wire transfer of immediately available funds within three days after each Additional Computation Date.

Additional Registration Statement. In the event the Current Market Price declines to $.75 per share 1.50 or less and each (the "Decline Date") at any time thereafter that after the Current Market Price declines by 20% (each such date, a "DECLINE DATE")Initial Date, the Company shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, file an additional Registration Statement with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Shares and exercise of the Warrants Stock (the "ADDITIONAL REGISTRABLE SECURITIESAdditional Registrable Securities") ), in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $.25 .75 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 20% less than the Conversion Price assumed with respect to the immediately preceding Additional Registration Statementshare. The Company shall, to the extent required by the Securities ActAct (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, prepare and file with the Commission not later than thirty (30) days after the 30th day thereafterDecline Date, a Registration Statement registration statement relating to the offer and sale of such Additional Registrable Securities (the "Additional Registration Statement") and shall use its best efforts to cause the Commission to declare such Additional Registration Statement effective under the Securities Act as promptly as practicable but not later than 60 sixty (60) days thereafter. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of such Additional Registrable Securities. If the Additional Registration Statement is not (i) filed with the Commission within 30 thirty (30) days after the Decline Date or (ii) declared effective by the Commission within 90 ninety (90) days after the Decline Date (either of which, without duplication, an "ADDITIONAL REGISTRATION DATEAdditional Registration Date"), then the Company shall make the payments to the Initial Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and 3.5% for each Additional Computation Date thereafter, calculated on a pro rata basis to the date on which the Additional Registration Statement is filed with (in the event of an Additional Registration Date pursuant to clause (i) above) or declared effective by the Commission (the "Additional Periodic Amount"); provided, however, that in no event shall the event of an liquidated damages be less than $30,000 and; further provided, that if the Additional Registration Statement is not declared effective by the Commission within one hundred and twenty (120) days after the Additional Registration Date pursuant to set forth in clause (ii) above, then the Liquidated Damage Rate shall be increased to 4% and; further provided, however, that the Liquidated Damage Rate shall increase by 1% for each thirty (30) day period after the Commission one hundred and fiftieth (150th) day after the "ADDITIONAL PERIODIC AMOUNT")Additional Registration Date set forth in clause (ii) above that the Additional Registration Statement is not declared effective by the Commission. The full Additional Periodic Amount shall be paid by the Company to the Initial Investor by wire transfer of immediately available funds within three (3) days after each Additional Computation Date.

Additional Registration Statement. In the event the Current Market Price declines to $.75 a price per share or less and each time thereafter the result of which is that the Current Market Price declines by 20% (each such date, a "DECLINE DATE")Company cannot satisfy its conversion obligations to Initial Investor hereunder, the Company shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, file an additional Registration Statement with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Shares and exercise of the Warrants Debenture (the "ADDITIONAL REGISTRABLE SECURITIES") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $.25 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 20% less than the Conversion Price assumed with respect to the immediately preceding Additional Registration Statement. The Company shall, to the extent required by the Securities Act, as reasonably determined by the Initial Investor, prepare and file with the Commission not later than the 30th day thereafter, a Registration Statement relating to the offer and sale of such Additional Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but not later than 60 days thereafterthe Deadline. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of such Additional Registrable Securities. If the Additional Registration Statement is not (D) (i) filed If the Company proposes to register any of its warrants, Common Stock or any other shares of common stock of the Company under the Securities Act (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock or any other shares of common stock of the Company issuable upon exercise of employee share options or in connection with any employee benefit or similar plan of the Commission Company or (C) in connection with a direct or indirect acquisition by the Company of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, it will each such time, give prompt written notice at least 20 days prior to the anticipated filing date of the registration statement relating to such registration to each Investor, which notice shall set forth such Investor's rights under this Section 2(D) and shall offer such Investor the opportunity to include in such registration statement such number of Registrable Securities as such Investor may request. Upon the written request of any Investor made within 30 10 days after the Decline Date or receipt of notice from the Company (iiwhich request shall specify the number of Registrable Securities intended to be disposed of by such Investor), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by each Investor, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided, however, that (A) if such registration involves -------- a Public Offering, each Investor must sell its Registrable Securities to any underwriters selected by the Company with the consent of such Investor on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to each Investor and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. The Company's obligations under this Section 2(D) shall terminate on the date that the registration statement to be filed in accordance with Section 2(A) is declared effective by the Commission within 90 days after Commission. (ii) If a registration pursuant to this Section 2(D) involves a Public Offering and the Decline Date managing underwriter thereof advises the Company that, in its view, the number of shares of Common Stock that the Company and the Investors intend to include in such registration exceeds the largest number of shares of Common Stock that can be sold without having an adverse effect on such Public Offering (either of which, without duplication, an the "ADDITIONAL REGISTRATION DATEMAXIMUM OFFERING SIZE"), then the Company will include in such registration only such number of shares of Common Stock as does not exceed the Maximum Offering Size, and the number of shares in the Maximum Offering Size shall make be allocated among the payments to Company, the Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date Investors and 3.5% for each Additional Computation Date thereafterany other sellers of Common Stock in such Public Offering ("THIRD-PARTY SELLERS"), calculated on a first, pro rata among the Investors until all the shares of Common Stock originally proposed to be offered for sale by the Investors have been allocated, and second, pro rata among the Company and any Third-Party Sellers, in each case on the basis of the relative number of shares of Common Stock originally proposed to be offered for sale under such registration by each of the date on which Investors, the Additional Registration Statement Company and the Third-Party Sellers, as the case may be. If as a result of the proration provisions of this Section 2(D)(ii), any Investor is filed with (not entitled to include all such Registrable Securities in the event of an Additional Registration Date such registration, such Investor may elect to withdraw its request to include any Registrable Securities in such registration. With respect to registrations pursuant to clause (i) above) or declared effective by (in this Section 2(D), the event number of an Additional Registration Date pursuant securities required to clause (ii) above) the Commission (the "ADDITIONAL PERIODIC AMOUNT"). The full Additional Periodic Amount satisfy any underwriters' over-allotment option shall be paid allocated among the Company, the Investors and any Third Party Seller pro rata on the basis of the relative number of securities offered for sale under such registration by each of the Investors, the Company to and any such Third Party Sellers before the Investor by wire transfer exercise of immediately available funds within three days after each Additional Computation Datesuch over-allotment option.

Additional Registration Statement. In the event the Current Market Price declines to $.75 per share 4.00 or less and each time thereafter that (the Current Market Price declines by 20% (each such date, a "DECLINE DATEDecline Date"), the Company shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, file an additional Registration Statement with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Shares and exercise of the Warrants Stock (the "ADDITIONAL REGISTRABLE SECURITIESAdditional Registrable Securities") ), in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $.25 .50 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 20% less than the Conversion Price assumed with respect to the immediately preceding Additional Registration Statementshare. The Company shall, to the extent required by the Securities ActAct (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, prepare and file with the Commission not later than the 30th day thereafterafter the Decline Date, a Registration Statement registration statement relating to the offer and sale of such Additional Registrable Securities (the "Additional Registration Statement") and shall use its best efforts to cause the Commission to declare such Additional Registration Statement effective under the Securities Act as promptly as practicable but not later than 60 days thereafter. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of such Additional Registrable Securities. If the Additional Registration Statement is not (i) filed with the Commission within 30 days by the 30th day after the Decline Date or (ii) declared effective by the Commission within 90 120 days after the Decline Date (either of which, without duplication, an "ADDITIONAL REGISTRATION DATEAdditional Registration Date"), then the Company shall make the payments to the Initial Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and 3.5% for each Additional Computation Date thereafter, calculated on a pro rata basis to the date on which the Additional Registration Statement is filed with (in the event of an Additional Registration Date pursuant to clause (i) above) or declared effective by the Commission (the "Additional Periodic Amount"); provided, however, that in no event shall the event of an liquidated damages be less than $30,000 and; further provided, that if the Additional Registration Statement is not declared effective by the Commission within 120 days after the Additional Registration Date pursuant to set forth in clause (ii) above, then the Liquidated Damage Rate shall be increased to 3% and; further provided, however, that the Liquidated Damage Rate shall increase by 1% for each 30 day period after the 150th day after the Additional Registration Date set forth in clause (ii) above that the Commission (Additional Registration Statement is not declared effective by the "ADDITIONAL PERIODIC AMOUNT")Commission. The full Additional Periodic Amount shall be paid by the Company to the Initial Investor by wire transfer of immediately available funds within three days after each Additional Computation Date.

Additional Registration Statement. In Holdings, with the cooperation of Parent and the Company, shall in accordance with the provisions of this Section 6.03 and the terms of the Registration Rights Agreement (the “Founders Registration Agreement”) dated as of January 31, 2006 among Parent and the stockholders of Parent signatory thereto (the “Founders”) file with the SEC a registration statement (the “Additional Registration Statement”) within 15 days after the Closing and use their respective best efforts to cause the SEC to declare such Additional Registration Statement to be effective within 45 days after the filing thereof, to (a) register all warrants (and shares underlying such warrants) issued by Parent prior to Parent’s initial public offering (the “Founders’ Securities”) and (b) to register the Founders’ Securities for resale, pursuant to Rule 415 promulgated by the SEC under the Securities Act. If a Form S-3 filing is not available within 15 days after the Closing, Holdings shall file the Additional Registration Statement on Form S-1; provided, however, that in the event that Holding shall become eligible to use Form S-3, Holdings shall file in accordance with the Current Market Price declines Founders’ Registration Agreement file a replacement Additional Registration Statement on Form S-3. Holdings, with the cooperation of Parent and the Company, shall use their respective best efforts to $.75 per share or less and each time thereafter that cause the Current Market Price declines by 20% (each such date, a "DECLINE DATE"), the Company shall, SEC to the extent required by the Securities Act (because the additional shares were not covered by the declare any Additional Registration Statement filed pursuant to this Section 2(a)), as reasonably determined by 6.03 to be effective within 45 days after the Investor, file an additional Registration Statement with filing thereof. In the Commission event that for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Shares and exercise of the Warrants whatever reason (the "ADDITIONAL REGISTRABLE SECURITIES"a) in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $.25 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 20% less than the Conversion Price assumed with respect to the immediately preceding Additional Registration Statement. The Company shall, to the extent required by the Securities Act, as reasonably determined by the Investor, prepare and file with the Commission not later than the 30th day thereafter, a Registration Statement relating to the offer and sale of such Additional Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but not later than 60 days thereafter. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of such Additional Registrable Securities. If the Additional Registration Statement is not (i) filed by Holdings with the Commission within 30 days after the Decline Date SEC as and when required by this Section 6.03 or (iib) the Additional Registration Statement has not been declared effective by the Commission SEC within 90 75 days after from the Decline Date (either filing, Holdings shall, within three business days of whichdemand therefor, without duplicationpay via a wire transfer to a single account designated by the holders of the Founders’ Securities, an "ADDITIONAL REGISTRATION DATE"), then the Company sum of $100,000. Holdings shall make the additional payments of $100,000 each 30 days thereafter up to the Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and 3.5% for each Additional Computation Date thereaftera maximum of $300,000 until any such delay in filing or delay in effectiveness, calculated on a pro rata basis to the date on which respectively, of the Additional Registration Statement is filed with (has ended. The obligation of Holdings to make such payments, which represent liquidated damages and are not penalties, shall be in addition to any other remedies that may be available to the Founders in the event of an Additional a violation of this Section 6.03 or of the Founders’ Registration Date pursuant to clause (i) above) or declared effective by (Agreement. The timing provisions of this Section 6.03 shall be controlling in the event of an Additional any conflict between such provisions and the provisions of the Founders’ Registration Date pursuant to clause (ii) above) the Commission (the "ADDITIONAL PERIODIC AMOUNT"). The full Additional Periodic Amount shall be paid by the Company to the Investor by wire transfer of immediately available funds within three days after each Additional Computation DateAgreement.

Additional Registration Statement. In the event the Current Market Price declines to $.75 3.00 per share or less and each time thereafter that the Current Market Price declines by 20% (each such date, a "DECLINE DATEDecline Date"), the Company shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, file an additional Registration Statement with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Shares and exercise of the Warrants (the "ADDITIONAL REGISTRABLE SECURITIESAdditional Registrable Securities") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $.25 1.50 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 20% less than the Conversion Price assumed with respect to the immediately preceding Additional Registration Statement. The Company shall, to the extent required by the Securities Act, as reasonably determined by the Initial Investor, prepare and file with the Commission not later than the 30th day thereafter, a Registration Statement relating to the offer and sale of such Additional Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but not later than 60 days thereafter. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of such Additional Registrable Securities. If the Additional Registration Statement is not (i) filed with the Commission within 30 days after the Decline Date or (ii) declared effective by the Commission within 90 days after the Decline Date (either of which, without duplication, an "ADDITIONAL REGISTRATION DATEAdditional Registration Date"), then the Company shall make the payments to the Initial Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and 3.5% for each Additional Computation Date thereafter, calculated on a pro rata basis to the date on which the Additional Registration Statement is filed with (in the event of an Additional Registration Date pursuant to clause (i) above) or declared effective by (in the event of an Additional Registration Date pursuant to clause (ii) above) the Commission (the "ADDITIONAL PERIODIC AMOUNTAdditional Periodic Amount")) provided, however, that in no event shall the liquidated damages be less than $25,000; provided, further, however, that if the Additional Registration Statement is not declared effective by the Commission within 120 days after the Additional Registration Date set forth in clause (ii) above, then the Liquidated Damage Rate shall increase to 4%; provided, further, however, that the Liquidated Damage Rate shall increase by 1% for each 30 day period after the 120th day after the Additional Registration Date set forth in clause (ii) above that the Additional Registration Statement is not declared effective by the Commission. The full Additional Periodic Amount shall be paid by the Company to the Initial Investor by wire transfer of immediately available funds within three days after each Additional Computation Date.

Additional Registration Statement. In the event the Current Market Price declines to $.75 .50 per share or less and each time thereafter that the Current Market Price declines by 20% (each such date, a "DECLINE DATE"), the Company shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, file an additional Registration Statement (an "ADDITIONAL REGISTRATION STATEMENT") or pre-effective amendment to the original Registration Statement with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Shares and exercise of the Warrants (the "ADDITIONAL REGISTRABLE SECURITIES") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $.25 .50 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 20% less than the Conversion Price assumed with respect to the immediately preceding Additional Registration Statement. Statement The Company shall, to the extent required by the Securities Act, as reasonably determined by the Initial Investor, prepare and file with the Commission not later than the 30th day thereafter, a Registration Statement relating to the offer and sale of such Additional Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but not later than 60 days thereafter. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of such Additional Registrable Securities. If the Additional Registration Statement is not (i) filed with the Commission within 30 days after the Decline Date or (ii) declared effective by the Commission within 90 days after the Decline Date (either of which, without duplication, an "ADDITIONAL REGISTRATION DATE"), then the Company shall make the payments to the Initial Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and 3.5% for each Additional Computation Date thereafter, calculated on a pro rata basis to the date on which the Additional Registration Statement is filed with (in the event of an Additional Registration Date pursuant to clause (i) above) or declared effective by (in the event of an Additional Registration Date pursuant to clause (ii) above) the Commission (the "ADDITIONAL PERIODIC AMOUNT")) provided, however, that in no event shall the liquidated damages be less than $25,000; provided, further, however, that if the Additional Registration Statement is not declared effective by the Commission within 120 days after the Additional Registration Date set forth in clause (ii) above, then the Liquidated Damage Rate shall increase to 4%; provided, further, however, that the Liquidated Damage Rate shall increase by 1% for each 30 day period after the 120th day after the Additional Registration Date set forth in clause (ii) above that the Additional Registration Statement is not declared effective by the Commission. The full Additional Periodic Amount shall be paid by the Company to the Initial Investor by wire transfer of immediately available funds within three days after each Additional Computation Date.

Additional Registration Statement. In the event the Current Market Price declines to $.75 3.00 per share or less and each less, as the same may be adjusted from time thereafter that to time for any subdivision or combination of shares of Common Stock after the Current Market Price declines by 20% date hereof (each the date of such dateevent, a the "DECLINE DATEDecline Date"), the Company shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, file an additional Registration Statement with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Shares and exercise of the Warrants (the "ADDITIONAL REGISTRABLE SECURITIESAdditional Registrable Securities") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price (as defined in the Certificate of Designation) of $.25 0.30 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 20% less than the Conversion Price assumed with respect to the immediately preceding Additional Registration Statementshare. The Company shall, to the extent required by the Securities Act, as reasonably determined by the Initial Investor, prepare and file with the Commission not later than the 30th day thereafter, a Registration Statement relating to the offer and sale of such Additional Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but not later than 60 days thereafter. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of such Additional Registrable Securities. If the Additional Registration Statement is not (i) filed with the Commission within 30 days after the Decline Date or (ii) declared effective by the Commission within 90 days after the Decline Date (either of which, without duplication, an "ADDITIONAL REGISTRATION DATEAdditional Registration Date"), then the Company shall make the payments to the Initial Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and 3.5% for each Additional Computation Date thereafter, calculated on a pro rata basis to the date on which the Additional Registration Statement is filed with (in the event of an Additional Registration Date pursuant to clause (i) above) or declared effective by (in the event of an Additional Registration Date pursuant to clause (ii) above) the Commission (the "ADDITIONAL PERIODIC AMOUNTAdditional Periodic Amount")) provided, however, that in no event shall the liquidated damages be less than $25,000. The full Additional Periodic Amount shall be paid by the Company to the Initial Investor by wire transfer of immediately available funds within three days after each Additional Computation Date.

Additional Registration Statement. In No later than five (5) Business Days after the Capital Event Date, the Company shall file with the Commission a registration statement (which shall be on Form S-3 unless the Company is not then eligible to use Form S-3 to register the Warrant Shares) for the registration under the Securities Act of the Warrant Shares (the “Additional Registration Statement”), and it shall take such reasonable action as is necessary to qualify for sale, in those states in which the Warrant was initially offered by the Company, the Warrant Shares, provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. The Company shall use its commercially reasonable efforts to cause the Additional Registration Statement to become effective as promptly as practicable and in no event later than the Current time that this Warrant first becomes exercisable in accordance with its terms and shall use its commercially reasonable efforts to maintain the effectiveness and availability of such registration statement until the earlier of (i) the expiration of this Warrant in accordance with its terms or (ii) the time this Warrant is no longer outstanding. No Holder shall be named as an “underwriter” in such Additional Registration Statement without the Holder’s consent. The Company shall take all commercially reasonable action to include the Warrant Shares for listing on an Eligible Market Price declines (as defined in Section 16(e) below) on or prior to $.75 per share or less and each time thereafter the date that the Current Market Price declines by 20% (each such date, a "DECLINE DATE"Warrant first becomes exercisable in accordance with its terms. Notwithstanding the provisions of this Section 8(b), the Company shall, shall not be required to file or maintain the effectiveness of an Additional Registration Statement in the event that the Company delivers to the extent required by Placement Agent and the Holder an opinion (in form and substance reasonably satisfactory to the Placement Agent and the Holder) of outside counsel to the Company reasonably satisfactory to the Placement Agent to the effect that the issuance of the Warrant Shares to the Holder is exempt from the registration requirements of the Securities Act (because the additional shares were not covered and may be freely resold by the Holder if it is not an affiliate at the time of exercise without further registration under the Securities Act pursuant to a cashless exercise effected pursuant to the terms of this Warrant (the “Opinion of Counsel”). In the event that the Company (i) determines that it does not wish to file and maintain the effectiveness of an Additional Registration Statement filed in compliance with the terms of this paragraph, (ii) elects instead to permit the Holder of this Warrant to effect a cashless exercise of this Warrant pursuant to Section 2(a))the terms of this Warrant, as reasonably and (iii) delivers the Opinion of Counsel, no later than two (2) Business Days after the delivery of such Opinion of Counsel, the Company shall issue a press release announcing that it has determined by not to file and maintain the Investor, file effectiveness of an additional Registration Statement with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Shares and exercise of the Warrants (the "ADDITIONAL REGISTRABLE SECURITIES") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $.25 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 20% less than explaining in reasonable detail the Conversion Price assumed with respect to the immediately preceding Additional Registration Statement. The Company shall, to the extent required by the Securities Act, as reasonably determined by the Investor, prepare and file with the Commission not later than the 30th day thereafter, a Registration Statement relating to the offer and sale of such Additional Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but not later than 60 days thereafter. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of such Additional Registrable Securities. If the Additional Registration Statement is not (i) filed with the Commission within 30 days after the Decline Date or (ii) declared effective by the Commission within 90 days after the Decline Date (either of which, without duplication, an "ADDITIONAL REGISTRATION DATE"), then the Company shall make the payments to the Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and 3.5% for each Additional Computation Date thereafter, calculated on a pro rata basis to the date on which the Additional Registration Statement is filed with (Warrant Shares may be issued to and freely resold by the Holder upon the exercise of this Warrant. Any exercise of this Warrant after the issuance of such press release shall only be effected by cashless exercise as provided in the event of an Additional Registration Date pursuant to clause (iSection 1(d) above) or declared effective by (in the event of an Additional Registration Date pursuant to clause (ii) above) the Commission (the "ADDITIONAL PERIODIC AMOUNT"). The full Additional Periodic Amount shall provisions of this Section 8(b) may not be paid by modified, amended or deleted without the Company to Placement Agent’s or the Investor by wire transfer of immediately available funds within three days after each Additional Computation DateHolder’s prior written consent.

Additional Registration Statement. In the event the Current Market Price declines to $.75 0.50 per share or less and each time thereafter that the Current Market Price declines by 20% (each such date, a "DECLINE DATEDecline Date"), the Company shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, file an additional Registration Statement (an "Additional Registration Statement") with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Shares and exercise of the Warrants (the "ADDITIONAL REGISTRABLE SECURITIESAdditional Registrable Securities") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $.25 0.50 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 20% less than the Conversion Price assumed with respect to the immediately preceding Additional Registration Statement. The Company shall, to the extent required by the Securities Act, as reasonably determined by the Initial Investor, prepare and file with the Commission not later than the 30th day thereafter, a Registration Statement relating to the offer and sale of such Additional Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but not later than 60 days thereafter. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of such Additional Registrable Securities. If the Additional Registration Statement is not (i) filed with the Commission within 30 days after the Decline Date or (ii) declared effective by the Commission within 90 days after the Decline Date (either of which, without duplication, an "ADDITIONAL REGISTRATION DATEAdditional Registration Date"), then the Company shall make the payments to the Initial Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and 3.5% for each Additional Computation Date thereafter, calculated on a pro rata basis to the date on which the Additional Registration Statement is filed with (in the event of an Additional Registration Date pursuant to clause (i) above) or declared effective by (in the event of an Additional Registration Date pursuant to clause (ii) above) the Commission (the "ADDITIONAL PERIODIC AMOUNTAdditional Periodic Amount")) provided, however, that in no event shall the liquidated damages be less than $25,000; provided, further, however, that if the Additional Registration Statement is not declared effective by the Commission within 120 days after the Additional Registration Date set forth in clause (ii) above, then the Liquidated Damage Rate shall increase to 4%; provided, further, however, that the Liquidated Damage Rate shall increase by 1% for each 30 day period after the 120th day after the Additional Registration Date set forth in clause (ii) above that the Additional Registration Statement is not declared effective by the Commission. The full Additional Periodic Amount shall be paid by the Company to the Initial Investor by wire transfer of immediately available funds within three days after each Additional Computation Date.