Common use of Delay in Effectiveness of Registration Statement Clause in Contracts

Delay in Effectiveness of Registration Statement. (A) (1) In the event that such Registration Statement has not been declared effective within 90 days from the Filing Date, then the Conversion Price (as defined in the Certificate) shall be permanently reduced so that thereafter (subject to further adjustment as set forth herein, in the Certificate and in the other Transaction Documents) it shall be equal to the otherwise applicable Conversion Price multiplied by the "Applicable Percentage." The Applicable Percentage shall be 98% in the event the Registration Statement becomes effective within the first 30 day period after 90 days from the Filing Date. The Applicable Percentage shall be permanently reduced by an additional 1.5% if the Registration Statement is not effective within 120 days from the Filing Date and shall be further reduced an additional 1.5% during each successive 30 day period. For example, if the Registration Statement becomes effective on the 160th day following the Filing Date, the Applicable Percentage shall equal 5%, so that thereafter the Conversion Price shall be 95% of the otherwise applicable Conversion Price. Any adjustments made pursuant to the foregoing provisions shall also apply to the Conversion Price of Additional Preferred Shares. In addition to the foregoing, if the Registration Statement has not been declared effective within 150 days after the Filing Date, then each Holder shall have the right to sell, at any time after the 150th day after the Filing Date, any or all of its Preferred Shares, and Warrants to the Company for consideration (the "Mandatory Repurchase Price") equal to (I) for the Preferred Shares, the greater of (x) 120% of the Liquidation Preference of all such Preferred Shares being sold to the Company, or (y) the Liquidation Preference for the Preferred Shares being sold to the Company divided by the then applicable Conversion Price multiplied by the greater of the last closing price of the Common Stock on (i) the date a Holder exercises its option pursuant to this Section 2(b) to require repurchase of Preferred Shares or (ii) the date on which the event triggering Holder's remedies under this Section 2(b) first occurred, in each case payable in cash and (II) for the Warrants 120% of the product of (a) the difference between the greater of clauses (i) or (ii) above and the exercise price of the Warrants, multiplied by (b) the number of Warrants being sold to the Company, payable in cash.

Delay in Effectiveness of Registration Statement. (A) (1) In the event that such Registration Statement has not been declared effective within 90 120 days from the Filing Closing Date, or the Company at any time fails to issue unlegended Registrable Securities as required by Article VI of the Purchase Agreement, then the Conversion Price Company shall pay each Holder a Monthly Delay Payment (as defined in the Certificatebelow) shall be permanently reduced so that thereafter (subject to further adjustment as set forth herein, in the Certificate and in the other Transaction Documents) it shall be equal to the otherwise applicable Conversion Price multiplied by the "Applicable Percentage." The Applicable Percentage shall be 98% in the event the Registration Statement becomes effective within the first for each 30 day period after 90 days from the Filing Date. The Applicable Percentage shall be permanently reduced by an additional 1.5% if (or portion thereof) that effectiveness of the Registration Statement is not effective within 120 days from the Filing Date and shall be further reduced an additional 1.5% during each successive 30 day period. For example, if the Registration Statement becomes effective on the 160th day following the Filing Date, the Applicable Percentage shall equal 5%, so that thereafter the Conversion Price shall be 95% of the otherwise applicable Conversion Price. Any adjustments made pursuant delayed or failure to the foregoing provisions shall also apply to the Conversion Price of Additional Preferred Sharesissue such unlegended Registrable Securities persists. In addition to the foregoing, if the Registration Statement has not been declared effective within 150 210 days after the Filing Closing Date, then each Holder shall have the right to sell, at any time after the 150th 210th day after the Filing Closing Date, any or all of its Preferred Shares, Warrants and Warrants Option Shares to the Company for consideration (the "Mandatory Repurchase Price") equal to (I) for the Preferred Shares, the greater of (x) 120% of the Liquidation Preference of all such Preferred Shares being sold to the Company, or (y) the Liquidation Preference for the Preferred Shares being sold to the Company divided by the then applicable Conversion Price multiplied by the greater of the last closing price of the Common Stock on (i) the date a Holder exercises its option pursuant to this Section 2(b) to require repurchase of Preferred Shares or (ii) the date on which the event triggering Holder's remedies under this Section 2(b) first occurred, in each case payable in cash and (II) for the Warrants 120% of the product of (a) the difference between the greater of clauses (i) or (ii) above and the exercise price of the Warrants, multiplied by (b) the number of Warrants being sold to the Company, payable in cash, and (III) for the Option Shares, 120% of the product of (a) the greater of clauses (i) or (ii) above, multiplied by (b) the number of Option Shares being sold to the Company, payable in cash.

Delay in Effectiveness of Registration Statement. The Company agrees that it shall file the Registration Statement complying with the requirements of this Agreement promptly and shall use its best efforts to cause such Registration Statement to become effective as soon as possible and in any event prior to 90 days following the initial closing of the purchase (A) (1) the "EFFECTIVE DATE"). In the event that such the Registration Statement has not been declared effective within 90 days from the Filing Closing Date, then the "CONVERSION PRICE" pursuant to Section 5(c) of the Debentures shall be reduced by 1% during and after the first 30-day period from and after the 90th day following the Closing Date during any part of which such Registration Statement is not effective, and such "CONVERSION PRICE" shall be further reduced by an additional 1.5% during and after each subsequent 30-day period thereafter during any part of which the Registration Statement is not effective. The Company acknowledges that the Conversion Price (as defined in the Certificate) shall be permanently reduced so that thereafter (is also subject to further adjustment as set forth herein, in the Certificate Debentures, and in the other Transaction Documents) it shall be equal to the otherwise applicable Conversion Price multiplied by the "Applicable Percentage." The Applicable Percentage shall be 98% in the event Purchase Agreement; provided, however, that once the Registration Statement first becomes effective within the first 30 day period after 90 days from the Filing Date. The Applicable Percentage shall effective, there can be permanently reduced by an additional 1.5% if the Registration Statement is not effective within 120 days from the Filing Date and shall be no further reduced an additional 1.5% during each successive 30 day period. For example, if the Registration Statement becomes effective on the 160th day following the Filing Date, the Applicable Percentage shall equal 5%, so that thereafter the Conversion Price shall be 95% of the otherwise applicable Conversion Price. Any adjustments made pursuant to the foregoing provisions shall also apply adjustment to the Conversion Price of Additional Preferred Sharesunder this Section 2(b)(i). In addition to the foregoing, if If the Registration Statement has not been declared effective within 150 days after the Filing Closing Date, then each Holder shall have the right in its sole discretion to sell, at any time after the 150th day after the Filing Date, any or all of sell its Preferred Shares, and Warrants Debentures to the Company for consideration (in whole or in part) at a price in immediately available funds (the "Mandatory Repurchase PricePREMIUM CONVERSION PRICE") equal to (I) for the Preferred Shares, the greater of (x) 1.2 times (I.E., 120% of) the Outstanding Principal Amount of the Liquidation Preference of all Debentures then held by such Preferred Shares being sold to the Company, Holder plus any accrued but unpaid interest or default payments and (y) the Liquidation Preference for the Preferred Shares being sold to the Company divided by the then applicable Conversion Price multiplied by the greater number of shares of Common Stock issuable upon conversion of the last closing price Outstanding Principal Amount of the Debentures then held by such Holder plus any accrued but unpaid or unrecognized interest or default payments relating to such Debentures times the Market Price for one Share of Common Stock on (i) the date a Holder exercises its option pursuant to this Section 2(b) to require repurchase of Preferred Shares or (ii) the date on which the event triggering Holder's remedies under this Section 2(b) first occurred, in each case payable in cash and (II) for the Warrants 120% of the product of (a) the difference between the greater of clauses (i) or (ii) above and the exercise price of the Warrants, multiplied by (b) the number of Warrants being sold day prior to the Company, payable in cashday such Holder notifies the Company it intends to exercise its right to the Premium Conversion Price.

Delay in Effectiveness of Registration Statement. The Company agrees that it shall file a Registration Statement (Aor an amendment to an already effective Registration Statement) (1) complying with the requirements of this Agreement promptly following each Applicable Closing Date, but in any event within 45 days after each Applicable Closing Date, and shall use its best efforts to cause each such Registration Statement to become effective within 110 days from each Applicable Closing Date. In the event that any such Registration Statement has not been filed within 45 days after the Applicable Closing Date, or has not been declared effective within 110 days from the Applicable Closing Date, then the Company shall pay in cash to each Holder a default payment in an amount equal to two percent (2%) of the Liquidation Preference of the Preferred Shares held by such Holder that should have been registered on such Registration Statement for each 30-day period that such failure continues. If any such Registration Statement has not been declared effective within 90 days from the Filing Date, then the Conversion Price (as defined in the Certificate) shall be permanently reduced so that thereafter (subject to further adjustment as set forth herein, in the Certificate and in the other Transaction Documents) it shall be equal to the otherwise applicable Conversion Price multiplied by the "Applicable Percentage." The Applicable Percentage shall be 98% in the event the Registration Statement becomes effective within the first 30 day period after 90 days from the Filing Date. The Applicable Percentage shall be permanently reduced by an additional 1.5% if the Registration Statement is not effective within 120 days from the Filing Date and shall be further reduced an additional 1.5% during each successive 30 day period. For example, if the Registration Statement becomes effective on the 160th day following the Filing Date, the Applicable Percentage shall equal 5%, so that thereafter the Conversion Price shall be 95% of the otherwise applicable Conversion Price. Any adjustments made pursuant to the foregoing provisions shall also apply to the Conversion Price of Additional Preferred Shares. In addition to the foregoing, if the Registration Statement has not been declared effective within 150 210 days after the Filing Applicable Closing Date, then each Holder shall have the right to sell, at any time after the 150th day after the Filing Date, sell any or all of its Preferred Shares, and Warrants Shares to the Company for consideration (the "Mandatory Repurchase Purchase Price") equal to (I) for the Preferred Shares, the greater sum of (xA) 120% the price in cash at which the Company may optionally redeem Preferred Shares pursuant to Section 4(e) of the Liquidation Preference of all such Preferred Shares being sold Certificate, plus (B) Warrants, in amounts and on terms equivalent to the Company, or (y) the Liquidation Preference for the Preferred Shares being sold those required to be delivered by the Company divided by the then applicable Conversion Price multiplied by the greater in connection with any optional redemption under Section 4(e) of the last closing price Certificate. Payment of the Common Stock on (i) the date a Holder exercises its option pursuant to this Section 2(b) to require repurchase of Preferred Shares or (ii) the date on which the event triggering Holder's remedies under this Section 2(b) first occurred, in each case payable in such cash amount and (II) for the Warrants 120% of the product of (a) the difference between the greater of clauses (i) or (ii) above and the exercise price of the Warrants, multiplied by (b) the number delivery of Warrants being sold shall be due and payable from the Company to the Company, payable in cashsuch Holder within 5 Trading Days of demand therefor.

Delay in Effectiveness of Registration Statement. (A) (1) In the event that such Registration Statement has not been declared effective within 90 days from the Filing Date, then the Conversion Price (as defined in the Certificate) shall be permanently reduced so that thereafter (subject to further adjustment as set forth herein, in the Certificate and in the other Transaction Documents) it shall be equal to the otherwise applicable Conversion Price multiplied by the "Applicable Percentage." The Applicable Percentage shall be 98% in the event the Registration Statement becomes effective within the first 30 day period after 90 days from the Filing Date. The Applicable Percentage shall be permanently reduced by an additional 1.5% if the Registration Statement is not effective within 120 days from the Filing Date and shall be further reduced an additional 1.5% during each successive 30 day period. For example, if the Registration Statement becomes effective on the 160th day following the Filing Date, the Applicable Percentage shall equal 5%, so that thereafter the Conversion Price shall be 95% of the otherwise applicable Conversion Price. Any adjustments made pursuant to the foregoing provisions shall also apply to the Conversion Price of Additional Preferred Shares. In addition to the foregoing, if the Registration Statement has not been declared effective within 150 days after the Filing Date, then each Holder shall have the right to sell, at any time after the 150th day after the Filing Date, any or all of its Preferred Shares, and Warrants to the Company for consideration (the "Mandatory Repurchase Price") equal to (I) for the Preferred Shares, the greater of (x) 120% of the Liquidation Preference of all such Preferred Shares being sold to the Company, or (y) the Liquidation Preference for the Preferred Shares being sold to the Company divided by the then applicable Conversion Price multiplied by the greater of the last closing price of the Common Stock on If (i) the date a Holder exercises its option Warrant Shares Registration Statement filed hereunder is not declared effective by the Commission by the Required Effective Date, the Parent shall issue to the Purchaser, promptly following the Required Effective Date and for each month thereafter that any of the Warrants or the Warrant Shares remain unregistered following the Required Effective Date, additional Warrants to purchase shares of Common Stock in an amount equal to 1% of the total shares of Common Stock underlying the Warrants purchased by the Purchaser pursuant to this Section 2(b) 2 (such issuance to require repurchase of Preferred Shares be pro rated for any partial months during which such delays are in effect), or (ii) the date on which the event triggering Holder's remedies under this Section 2(b) first occurred, in each case payable in cash and (II) for Purchaser shall be prohibited from selling the Warrants 120or the Warrant Shares under the Warrant Shares Registration Statement as a result of a Suspension (as defined below) of more than 30 days or one or more Suspensions in any 365-day period exceeding in the aggregate a total of 60 days, then for each month in which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, the Parent shall issue to the Purchaser additional Warrants to purchase shares of Common Stock in an amount equal to 1% of the product total shares of Common Stock underlying the Warrants purchased by the Purchaser pursuant to Section 2 (a) such issuance to be pro rated for any partial months during which such delays are in effect). Notwithstanding the difference between foregoing, in no event shall the greater Parent be obligated to issue additional shares of clauses Common Stock pursuant to this Section 7.4 to more than one Purchaser in respect of the same Warrants or Warrant Shares for the same period of time. Any issuance or payment pursuant to this Section 7.4 shall be made no later than the first Business Day of each calendar month next succeeding the Required Effective Date, each calendar month following the Required Effective Date, or each calendar month in which a Suspension or Suspensions described in clause (i) or (iiiii) above and the exercise price of the Warrantsis in effect, multiplied by (b) the number of Warrants being sold to the Company, payable in cashas applicable.

Delay in Effectiveness of Registration Statement. The Company agrees that it shall file the Registration Statement complying with the requirements of this Agreement promptly and in any event within 30 days following the date of the initial closing of the Purchase Agreement (Athe "Closing Date") (1) and shall use its best efforts to cause such Registration Statement to become effective as soon as possible and in any event within 90 days from the Closing Date. In the event that such Registration Statement has not been declared effective within 90 days from the Filing Closing Date, then the percentage (initially 90%) employed to determine the "Conversion Price" pursuant to Section 5(c) of the Debentures and all Conversion Price resets pursuant to Sections 5(d) and 5(e) of the Debentures (as defined in the Certificate"Agreed Percentage") shall be permanently reduced so that thereafter by 1% during and after the 30-day period (subject to further adjustment as set forth herein"Default Period") from and after the 90th day following the Closing Date during any part of which such Registration Statement is not effective, in the Certificate and in the other Transaction Documents) it shall be equal to the otherwise applicable Conversion Price multiplied by the "Applicable Percentage." The Applicable such Agreed Percentage shall be 98% in the event the Registration Statement becomes effective within the first 30 day period after 90 days from the Filing Date. The Applicable Percentage shall be permanently further reduced by an additional 1.5% if the Registration Statement is not effective within 120 days from the Filing Date during and shall be further reduced an additional 1.5% during after each successive 30 day periodDefault Period thereafter. For example, if the Registration Statement becomes does not become effective on until 120 days from the 160th day following the Filing Closing Date, the Applicable Agreed Percentage from and after day 91 shall be equal 5to 89%. If the Registration Statement is not effective until the 150th day after the Closing Date, so that thereafter the Agreed Percentage from and after day 121 from the Closing Date shall be 87.5%. In each case, the Agreed Percentage and the Conversion Price shall be 95% of subject to further adjustment as set forth in the otherwise applicable Conversion PriceDebenture and the Purchase Agreement. Any adjustments made pursuant to the foregoing provisions shall also apply to the Conversion Price of Additional Preferred Shares. In addition to the foregoing, if If the Registration Statement has not been declared effective within 150 120 days after the Filing Closing Date, then each Holder shall have the right in its sole discretion to sellsell its Debentures, at any time after the 150th day after the Filing Date, any or all of its Preferred Shares, and Warrants Common Shares and/or Warrant Shares to the Company for consideration (in whole or in part) at a price in immediately available funds (the "Mandatory Repurchase Premium Redemption Price") equal to (IA) for as to the Preferred Debentures, 1.3 times (i.e., 130% of) the Outstanding Principal Amount of the Debentures plus any accrued but unpaid or unrecognized interest or default payments and (B) as to the Common Shares and/or Warrant Shares, 1.3 times the greater dollar amount which is the product of (x) 120% the number of the Liquidation Preference of all such Preferred Shares being sold shares so to the Companybe redeemed pursuant to this paragraph, or and (y) the Liquidation Preference for fair market value of such shares (as defined in the Preferred Shares being sold Debentures) at the time such shares were received pursuant to the Company divided conversion of Debentures or exercise of Warrants. Payment of such amount shall be due and payable within 3 business days of demand therefor, which demand shall be revocable by the then applicable Conversion Price multiplied by the greater Holder at any time prior to its actual receipt of the last closing price of the Common Stock on (i) the date a Holder exercises its option pursuant to this Section 2(b) to require repurchase of Preferred Shares or (ii) the date on which the event triggering Holder's remedies under this Section 2(b) first occurred, in each case payable in cash and (II) for the Warrants 120% of the product of (a) the difference between the greater of clauses (i) or (ii) above and the exercise price of the Warrants, multiplied by (b) the number of Warrants being sold to the Company, payable in cashPremium Redemption Price.

Delay in Effectiveness of Registration Statement. (A) (1) In the event that such Registration Statement has not been declared effective within 90 days from the Filing Date, then the Conversion Price (as defined in the Certificate) shall be permanently reduced so that thereafter (subject to further adjustment as set forth herein, in the Certificate and in the other Transaction Documents) it shall be equal to the otherwise applicable Conversion Price multiplied by the "Applicable Percentage." The Applicable Percentage shall be 98% in the event the Registration Statement becomes effective within the first 30 day period after 90 days from the Filing Date. The Applicable Percentage shall be permanently reduced by an additional 1.5% if If the Registration Statement is not effective within 120 days from on or prior to the Filing Date and shall be further reduced an additional 1.5% during Effective Deadline, then for each successive 30 day period. For examplefollowing the Effective Deadline, if until but excluding the date the Registration Statement becomes effective on the 160th day following the Filing Dateeffective, the Applicable Percentage shall Company shall, for each such day, pay each Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal 5%to 1.0% (accruing daily) of the purchase price paid pursuant to this Agreement by such Purchaser for the Shares owned by such Purchaser at such time; and for any such 30-day period (or a portion thereof), so that thereafter the Conversion Price such payment shall be 95% of made no later than three (3) business days following such 30-day period (or the otherwise applicable Conversion Price. Any adjustments made pursuant to the foregoing provisions shall also apply to the Conversion Price of Additional Preferred Shares. In addition to the foregoing, if day the Registration Statement has becomes effective). If such Purchaser shall be prohibited from selling Shares under the Registration Statement as a result of a Suspension of more than forty-five (45) consecutive days in any 90-day period or Suspensions on more than two occasions of not been declared effective within 150 more than forty-five (45) days after the Filing Dateeach in any 365-day period, then for each Holder day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall have pay such Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.0% (accruing daily) of the right purchase price paid pursuant to sell, this Agreement by such Purchaser for the Shares owned by such Purchaser at any time after the 150th day after the Filing Date, any or all of its Preferred Sharessuch time, and Warrants to for any such 30-day period (or a portion thereof), such payment shall be made no later than three (3) business days following such 30-day period (or the Company for consideration (day the "Mandatory Repurchase Price") equal to (I) for the Preferred SharesSuspension is lifted). For purposes of this Section 7.6, the greater of (x) 120% of the Liquidation Preference of all such Preferred Shares being sold to the Company, or (y) the Liquidation Preference for the Preferred Shares being sold to the Company divided by the then applicable Conversion Price multiplied by the greater of the last closing price of the Common Stock a Suspension shall be deemed lifted on (i) the date a Holder exercises its option that notice that the Suspension has been lifted is delivered to such Purchaser pursuant to Section 7.1 of this Agreement. Any payments made pursuant to this Section 2(b) 7.6 shall constitute such Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, the liquidated damages payable to require repurchase of Preferred Shares or (ii) the date on which the event triggering Holder's remedies under this Section 2(b) first occurred, in each case payable in cash and (II) for the Warrants 120such Purchaser shall not exceed 12% of the product of (a) aggregate purchase price paid by such Purchaser for the difference between Shares and in no event shall the greater of clauses (i) or (ii) above and the exercise price Company be obligated to pay any liquidated damages pursuant to this Section 7.6 to more than one Purchaser in respect of the Warrants, multiplied by (b) same Shares for the number same period of Warrants being sold time. Such payments shall be made to the Company, payable Purchasers in cash. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven (7) days after the date of written demand therefor, the Company will pay interest thereon at a rate of 10% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to such Purchaser, accruing daily from the date such liquidated damages are due until such amounts, plus all interest thereon, are paid in full.

Delay in Effectiveness of Registration Statement. The Company agrees that it shall file the Registration Statement complying with the requirements of this Agreement promptly following the date of the closing of the Purchase Agreement (Athe "Closing Date") (1) and shall use its best efforts to cause such Registration Statement to become effective within 90 days from the Closing Date. In the event that such Registration Statement has not been declared effective within 90 days from the Filing Closing Date, then the Conversion Price (or the Market Conversion Price, as defined in the Certificate) applicable, shall be permanently reduced so that thereafter by 1% during and after the 30-day period (subject to further adjustment as set forth herein, in "Default Period") from and after the Certificate and in 90th day following the other Transaction Documents) it shall be equal to the otherwise applicable Conversion Price multiplied by the "Applicable Percentage." The Applicable Percentage shall be 98% in the event the Closing Date during which such Registration Statement becomes effective within the first 30 day period after 90 days from the Filing Date. The Applicable Percentage shall is not effective, and be permanently further reduced by an additional 1.5% if the Registration Statement is not effective within 120 days from the Filing Date during and shall be further reduced an additional 1.5% during after each successive 30 day periodDefault Period thereafter. For example, if the Registration Statement becomes does not become effective on until 130 days from the 160th day following the Filing Closing Date, the Applicable Percentage Conversion Price or the Market Conversion Price, as applicable, during days 91 through 119 shall be equal 5%, so that thereafter to 99% of the Conversion Price or the Market Conversion Price, as applicable. The Conversion Price or the Market Conversion Price, as applicable, from and after day number 120 from the Closing Date shall be 95% of the otherwise applicable Conversion Priceequal to 97.5%. Any adjustments made pursuant to the foregoing provisions shall also apply to In each case, the Conversion Price or the Market Conversion Price, as applicable, shall be subject to further adjustment as set forth in the Certificate of Additional Preferred SharesDetermination. In addition to the foregoing, if If the Registration Statement has not been declared effective within 150 180 days after the Filing Closing Date, then each Holder shall have the right to sell, at any time after the 150th day after the Filing Date, any or all of sell its Preferred Shares, and Warrants Shares to the Company for consideration at a price (the "Mandatory Repurchase Premium Redemption Price") equal to 1.3 times (I) for the Preferred Sharesi.e., the greater of (x) 120130% of the Liquidation Preference of all such Preferred Shares being sold to the Company, or (yof) the Liquidation Preference for (as defined in the Preferred Shares being sold to the Company divided Certificate of Determination). Payment of such amount shall be due and payable within five (5) business days of demand therefor and surrender by the then applicable Conversion Price multiplied by the greater Holder of the last closing price of the Common Stock on (i) the date a Holder exercises its option pursuant to this Section 2(b) to require repurchase of Preferred Shares or (ii) the date on which the event triggering Holder's remedies under this Section 2(b) first occurred, in each case payable in cash and (IIcertificate(s) for the Warrants 120% of the product of (a) the difference between the greater of clauses (i) or (ii) above and the exercise price of the Warrants, multiplied by (b) the number of Warrants being sold to the Company, payable in cashSeries C Preferred Stock.

Delay in Effectiveness of Registration Statement. The Company agrees that it shall file the Registration Statement complying with the requirements of this Agreement promptly and in any event within 30 days following the date of the initial closing of the Purchase Agreement (Athe "Closing Date") (1) and shall use its best efforts to cause such Registration Statement to become effective as soon as possible and in any event within 90 days from the Closing Date. In the event that such Registration Statement has not been declared effective within 90 days from the Filing Closing Date, then the percentage (initially 90%) employed to determine the "Conversion Price" pursuant to Section 5(c) of the Debentures and all Conversion Price resets pursuant to Sections 5(d) and 5(e) of the Debentures (as defined in the Certificate"Agreed Percentage") shall be permanently reduced so that thereafter by 1% during and after the 30-day period (subject to further adjustment as set forth herein"Default Period") from and after the 90th day following the Closing Date during any part of which such Registration Statement is not effective, in the Certificate and in the other Transaction Documents) it shall be equal to the otherwise applicable Conversion Price multiplied by the "Applicable Percentage." The Applicable such Agreed Percentage shall be 98% in the event the Registration Statement becomes effective within the first 30 day period after 90 days from the Filing Date. The Applicable Percentage shall be permanently further reduced by an additional 1.5% if the Registration Statement is not effective within 120 days from the Filing Date during and shall be further reduced an additional 1.5% during after each successive 30 day periodDefault Period thereafter. For example, if the Registration Statement becomes does not become effective on until 120 days from the 160th day following the Filing Closing Date, the Applicable Agreed Percentage from and after day 91 shall be equal 5to 89%. If the Registration Statement is not effective until the 150th day after the Closing Date, so that thereafter the Agreed Percentage from and after day 121 from the Closing Date shall be 87.5%. In each case, the Agreed Percentage and the Conversion Price shall be 95% of subject to further adjustment as set forth in the otherwise applicable Conversion PriceDebenture and the Purchase Agreement. Any adjustments made pursuant to the foregoing provisions shall also apply to the Conversion Price of Additional Preferred Shares. In addition to the foregoing, if If the Registration Statement has not been declared effective within 150 days after the Filing Closing Date, then each Holder shall have the right in its sole discretion to sellsell its Debentures, at any time after the 150th day after the Filing Date, any or all of its Preferred Shares, and Warrants Common Shares and/or Warrant Shares to the Company for consideration (in whole or in part) at a price in immediately available funds (the "Mandatory Repurchase Premium Redemption Price") equal to (IA) for as to the Preferred Debentures, 1.3 times (i.e., 130% of) the Outstanding Principal Amount of the Debentures plus any accrued but unpaid or unrecognized interest or default payments and (B) as to the Common Shares and/or Warrant Shares, 1.3 times the greater dollar amount which is the product of (x) 120% the number of the Liquidation Preference of all such Preferred Shares being sold shares so to the Companybe redeemed pursuant to this paragraph, or and (y) the Liquidation Preference for fair market value of such shares (as defined in the Preferred Shares being sold Debentures) at the time such shares were received pursuant to the Company divided conversion of Debentures or exercise of Warrants. Payment of such amount shall be due and payable within 3 business days of demand therefor, which demand shall be revocable by the then applicable Conversion Price multiplied by the greater Holder at any time prior to its actual receipt of the last closing price of the Common Stock on (i) the date a Holder exercises its option pursuant to this Section 2(b) to require repurchase of Preferred Shares or (ii) the date on which the event triggering Holder's remedies under this Section 2(b) first occurred, in each case payable in cash and (II) for the Warrants 120% of the product of (a) the difference between the greater of clauses (i) or (ii) above and the exercise price of the Warrants, multiplied by (b) the number of Warrants being sold to the Company, payable in cashPremium Redemption Price.

Delay in Effectiveness of Registration Statement. (A) (1) In the event that such Registration Statement has not been declared effective within 90 days from the Filing Date, then the Conversion Price (as defined in the Certificate) shall be permanently reduced so that thereafter (subject to further adjustment as set forth herein, in the Certificate and in the other Transaction Documents) it shall be equal to the otherwise applicable Conversion Price multiplied by the "Applicable Percentage." The Applicable Percentage shall be 98% in the event the Registration Statement becomes effective within the first 30 day period after 90 days from the Filing Date. The Applicable Percentage shall be permanently reduced by an additional 1.5% if If the Registration Statement is not declared effective within 120 days from by the Filing Date and shall be further reduced an additional 1.5% during SEC by the Effective Deadline, then for each successive 30 day period. For examplefollowing the Effective Deadline, if until but excluding the date the SEC declares the Registration Statement becomes effective on the 160th day following the Filing Dateeffective, the Applicable Percentage shall Company shall, for each such day, pay each Investor with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal 5%, so that thereafter the Conversion Price shall be 95to 1.0% of the otherwise applicable Conversion Price. Any adjustments made pursuant to the foregoing provisions shall also apply to the Conversion Price of Additional Preferred Shares. In addition to the foregoing, if the Registration Statement has not been declared effective within 150 days after the Filing Date, then each Holder shall have the right to sell, at any time after the 150th day after the Filing Date, any or all of its Preferred Shares, and Warrants to the Company for consideration (the "Mandatory Repurchase Price") equal to (I) for the Preferred Shares, the greater total of (x) 120% the per-share purchase price paid by such Investor for its Shares pursuant to this Agreement multiplied by the number of the Liquidation Preference of all Shares then held by such Preferred Shares being sold to the Company, or Investor plus (y) the Liquidation Preference for the Preferred number of Merger Shares being sold to the Company divided then held by the then applicable Conversion Price such Investor multiplied by the greater Merger Closing Price; and for any such 30-day period, such payment shall be made no later than three Business Days following such 30-day period. If the Investor shall be prohibited from selling Registrable Securities under the Registration Statement as a result of a Suspension of more than 60 days or Suspensions on more than two occasions of more than 90 days each in any 12-month period, then for each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay each Investor, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.0% of the last closing total of (x) the per-share purchase price paid by such Investor for its Shares pursuant to this Agreement multiplied by the number of Shares then held by such Investor plus (y) the number of Merger Shares then held by such Investor multiplied by the Merger Closing Price, and such payment shall be made no later than the first Business Day of the Common Stock calendar month next succeeding the month in which such day occurs. For purposes of this Section 8.6, a Suspension shall be deemed lifted on (i) the date a Holder exercises its option that notice that the Suspension has been lifted is delivered to the Investor pursuant to Section 5.7 of this Agreement. Any payments made pursuant to this Section 2(b8.6 shall not constitute the Investor’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay any liquidated damages pursuant to this Section 8.6 (i) to require repurchase more than one Investor in respect of Preferred Shares the same Registrable Securities for the same period of time or (ii) the date on which the event triggering Holder's remedies under this Section 2(b) first occurred, to any Investor in each case payable in cash and (II) for the Warrants 120an aggregate amount that exceeds 12% of the product of (a) the difference between the greater of clauses (i) or (ii) above and the exercise price sum of the Warrants, multiplied purchase price paid by (b) such Investor for the Shares pursuant to this Agreement plus the number of Warrants being sold Merger Shares acquired in the Merger by such Investor multiplied by the Merger Closing Price. Such payments shall be made to the Company, payable Investors in cash.

Delay in Effectiveness of Registration Statement. The Company further agrees that: (Ai) (1) In the event that such Registration Statement has not been declared effective within 90 days from the Filing Date, then the Conversion Price (as defined in the Certificate) shall be permanently reduced so that thereafter (subject to further adjustment as set forth herein, in the Certificate and in the other Transaction Documents) it shall be equal to the otherwise applicable Conversion Price multiplied by the "Applicable Percentage." The Applicable Percentage shall be 98% in the event the Registration Statement becomes effective has not been filed with the SEC within 30 days after the first 30 day period after 90 days from the Filing Date. The Applicable Percentage shall be permanently reduced by an additional 1.5% if the Registration Statement is not effective within 120 days from the Filing Date and shall be further reduced an additional 1.5% during each successive 30 day period. For example, if the Registration Statement becomes effective on the 160th day following the Filing Pricing Date, (ii) unless the Applicable Percentage shall equal 5%, so that thereafter failure to become effective is due to the Conversion Price shall be 95% fault of the otherwise applicable Conversion Price. Any adjustments made pursuant to Investor or one or more of the foregoing provisions shall also apply to Other Investors, in the Conversion Price of Additional Preferred Shares. In addition to the foregoing, if event the Registration Statement has not been declared effective by the SEC within 150 90 days after the Filing Date, then each Holder shall have the right to sell, at any time Pricing Date (120 days after the 150th Pricing Date if reviewed by the SEC) or (iii) if during the 365 day period after the effective date of the Registration Statement, the Registration Statement ceases to remain continuously effective as to the Registrable Shares and such Suspension (as hereinafter defined) exceeds 30 consecutive days or a total of 60 days in such 365 day period, the Company shall pay to the Investor liquidated damages in the amount of 1.0% of the Actual Purchase Price and an additional liquidated damages payment of 1.0% of the Actual Purchase Price for each 30-day period thereafter until the Registration Statement has been filed, declared effective or cured, as applicable; provided, that, in no event shall the aggregate penalty under this Section 6.2 in any 30-day period exceed 1.0% of the Actual Purchase Price; and, provided further, that in no event shall the Company be obligated to pay liquidated damages (a) to more than one purchaser in respect of the same Shares for the same period of time, or (b) in an aggregate amount that exceeds 12% of the Aggregate Purchase Price paid for the Shares. The Company shall deliver the cash payments described in clauses (i), (ii) and (iii) to the Investor by the fifth business day after the Filing Date, any or all of its Preferred Shares, and Warrants to the Company for consideration (the "Mandatory Repurchase Price") equal to (I) for the Preferred Shares, the greater of (x) 120% occurrence of the Liquidation Preference of all such Preferred Shares being sold to the Company, or (y) the Liquidation Preference for the Preferred Shares being sold to the Company divided by the then applicable Conversion Price multiplied by the greater of the last closing price of the Common Stock on event described in (i) the date a Holder exercises its option pursuant to this Section 2(b) to require repurchase of Preferred Shares or ), (ii) or (iii), as applicable, and any 30-day anniversary thereof, as applicable. Notwithstanding anything to the date on which contrary in Section 6.2 or any other provision of this Agreement, payment of cash as provided in this Section 6.2 shall be the Investor’s sole and exclusive damage remedy (but shall not limit the Investor’s right to seek specific performance under this Agreement) in the event triggering Holder's remedies under this Section 2(b) first occurred, in each case payable in cash and (II) for the Warrants 120% of the product occurrence of (a) the difference between the greater of clauses an event described in (i), (ii) or (ii) above and the exercise price of the Warrants, multiplied by (b) the number of Warrants being sold to the Company, payable in cashiii).

Delay in Effectiveness of Registration Statement. (A) (1) In the event that such Registration Statement has not been declared effective within 90 80 days from the Filing Closing Date, or the Company at any time fails to issue unlegended Registrable Securities as required by Article VI of the Purchase Agreement, then the Conversion Price Company shall pay each Holder a Monthly Delay Payment (as defined in the Certificatebelow) shall be permanently reduced so that thereafter (subject to further adjustment as set forth herein, in the Certificate and in the other Transaction Documents) it shall be equal to the otherwise applicable Conversion Price multiplied by the "Applicable Percentage." The Applicable Percentage shall be 98% in the event the Registration Statement becomes effective within the first 30 for each 30-day period after 90 days from the Filing Date. The Applicable Percentage shall be permanently reduced by an additional 1.5% if (or portion thereof) that effectiveness of the Registration Statement is not effective within 120 days from the Filing Date and shall be further reduced an additional 1.5% during each successive 30 day period. For example, if the Registration Statement becomes effective on the 160th day following the Filing Date, the Applicable Percentage shall equal 5%, so that thereafter the Conversion Price shall be 95% of the otherwise applicable Conversion Price. Any adjustments made pursuant delayed or failure to the foregoing provisions shall also apply to the Conversion Price of Additional Preferred Sharesissue such unlegended Registrable Securities persists. In addition to the foregoing, if the Registration Statement has not been declared effective within 150 120 days after the Filing Closing Date, then each Holder shall have the right to sell, at any time after the 150th 120th day after the Filing Closing Date, any or all of its Preferred Shares, Debentures and Warrants to the Company for consideration (the "Mandatory Repurchase Price") equal to (I) for the Preferred SharesDebentures, the greater of (x) 120125% of the Liquidation Preference outstanding Principal Amount of all such Preferred Shares Debentures being sold to the Company, or (y) the Liquidation Preference for Conversion Ratio (as defined in the Preferred Shares being sold to the Company divided by the then applicable Conversion Price Debentures) multiplied by the greater of the last closing price of the Common Stock on (i) the date a Holder exercises its option pursuant to this Section 2(b) to require repurchase of Preferred Shares the Debentures or (ii) the date on which the event triggering Holder's remedies under this Section 2(b) first occurred, in each case payable in cash and (II) for the Warrants 120Warrants, 125% of the product of (a) the difference between the greater of clauses (i) or (ii) above and the exercise price of the Warrants, multiplied by (b) the number of Warrants being sold to the Company, payable in cash.

Delay in Effectiveness of Registration Statement. (A) (1) In the event that such Registration Statement has not been declared effective within 90 days from the Filing Date, then the Conversion Price (as defined in the Certificate) shall be permanently reduced so that thereafter (subject to further adjustment as set forth herein, in the Certificate and in the other Transaction Documents) it shall be equal to the otherwise applicable Conversion Price multiplied by the "Applicable Percentage." The Applicable Percentage shall be 98% in the event the Registration Statement becomes effective within the first 30 day period after 90 days from the Filing Date. The Applicable Percentage shall be permanently reduced by an additional 1.5% if the Registration Statement is not effective within 120 days from the Filing Date and shall be further reduced an additional 1.5% during each successive 30 day period. For example, if the Registration Statement becomes effective on the 160th day following the Filing Date, the Applicable Percentage shall equal 5%, so that thereafter the Conversion Price shall be 95% of the otherwise applicable Conversion Price. Any adjustments made pursuant to the foregoing provisions shall also apply to the Conversion Price of Additional Preferred Shares. In addition to the foregoing, if the Registration Statement has not been declared effective within 150 days after the Filing Date, then each Holder shall have the right to sell, at any time after the 150th day after the Filing Date, any or all of its Preferred Shares, and Warrants to the Company for consideration (the "Mandatory Repurchase Price") equal to (I) for the Preferred Shares, the greater of (x) 120% of the Liquidation Preference of all such Preferred Shares being sold to the Company, or (y) the Liquidation Preference for the Preferred Shares being sold to the Company divided by the then applicable Conversion Price multiplied by the greater of the last closing price of the Common Stock on If (i) the date a Holder exercises its option Registration Statement filed hereunder is not declared effective by the Commission by the Required Effective Date, for each month any of the Shares remain unregistered following the Required Effective Date, the Company shall issue to the Purchaser additional shares of Common Stock in an amount equal to 1% of the total shares of Common Stock purchased by the Purchaser pursuant to this Section 2(b) to require repurchase of Preferred Shares 2 above, or (ii) the date Purchaser shall be prohibited from selling Shares under the Registration Statement as a result of a Suspension of more than 45 days or one or more Suspensions in any 365-day period exceeding a total of 90 days, then for each month in which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, the Company shall issue to the Purchaser additional shares of Common Stock in an amount equal to 1% of the total shares of Common Stock purchased by the Purchaser pursuant to Section 2 above. Notwithstanding the foregoing: (i) in no event shall the number of additional shares of Common Stock issued to the Purchaser pursuant to this Section 7.5 exceed 10% of the total shares of Common Stock purchased by the Purchaser pursuant to Section 2 above; (ii) if as a result of the issuance of any such additional shares the Company would be required to seek shareholder approval pursuant to the rules, regulations or other requirements of the American Stock Exchange or any other national securities exchange or quotation system on which the Common Stock is then traded or quoted, the Company may, in lieu of issuing any such additional shares, pay to the Purchaser an amount in cash equal to the Applicable Percentage (as defined below) of the aggregate purchase price paid by the Purchaser pursuant to Section 2 above; and (iii) in no event triggering Holder's remedies under shall the Company be obligated to issue additional shares of Common Stock pursuant to this Section 2(b) first occurred, 7.5 to more than one Purchaser in each case payable in cash and (II) respect of the same Shares for the Warrants 120% same period of time. Any issuance or payment pursuant to this Section 7.5 shall be made no later than the product first business day of (a) each calendar month next succeeding each month in which such Suspension is in effect. For purposes of this Section 7.5, the term "Applicable Percentage" shall mean the difference between the greater of clauses obtained by subtracting (i) the percentage that corresponds to the maximum amount of shares of Common Stock that the Company may issue in a transaction or a series of related transactions without shareholder approval pursuant to the rules, regulations or other requirements of the American Stock Exchange or any other national securities exchange or quotation system on which the Common Stock is traded or quoted as of the applicable date to calculate the Applicable Percentage, from (ii) above the percentage that the Shares and the exercise price all additional shares issued pursuant to this Section 7.5 represent of the Warrants, multiplied by (b) total outstanding shares of Common Stock as of the number of Warrants being sold applicable date to calculate the Company, payable in cashApplicable Percentage.

Delay in Effectiveness of Registration Statement. (A) (1) In the event that such Registration Statement has not been declared effective within 90 days from the Filing Closing Date, or the Company at any time fails to issue unlegended Registrable Securities as required by Article VI of the Purchase Agreement, then the Conversion Price Company shall pay each Holder a Monthly Delay Payment (as defined in the Certificatebelow) shall be permanently reduced so that thereafter (subject to further adjustment as set forth herein, in the Certificate and in the other Transaction Documents) it shall be equal to the otherwise applicable Conversion Price multiplied by the "Applicable Percentage." The Applicable Percentage shall be 98% in the event the Registration Statement becomes effective within the first 30 for each 30-day period after 90 days from the Filing Date. The Applicable Percentage shall be permanently reduced by an additional 1.5% if (or portion thereof) that effectiveness of the Registration Statement is not effective within 120 days from the Filing Date and shall be further reduced an additional 1.5% during each successive 30 day period. For example, if the Registration Statement becomes effective on the 160th day following the Filing Date, the Applicable Percentage shall equal 5%, so that thereafter the Conversion Price shall be 95% of the otherwise applicable Conversion Price. Any adjustments made pursuant delayed or failure to the foregoing provisions shall also apply to the Conversion Price of Additional Preferred Sharesissue such unlegended Registrable Securities persists. In addition to the foregoing, if the Registration Statement has not been declared effective within 150 120 days after the Filing Closing Date, then each Holder shall have the right to sell, at any time after the 150th 120th day after the Filing Closing Date, any or all of its Preferred SharesDebentures, the Warrants and Warrants the Option to the Company for consideration (the "Mandatory Repurchase Price") equal to (I) for the Preferred SharesDebentures, the greater of (x) 120125% of the Liquidation Preference outstanding Principal Amount of all such Preferred Shares Debentures being sold to the Company, or (y) the Liquidation Preference for Conversion Ratio (as defined in the Preferred Shares being sold to the Company divided by the then applicable Conversion Price Debentures) multiplied by the greater of the last closing price of the Common Stock on (i) the date a Holder exercises its option pursuant to this Section 2(b) to require repurchase of Preferred Shares the Debentures or (ii) the date on which the event triggering Holder's remedies under this Section 2(b) first occurred, in each case payable in cash and cash, (II) for the Warrants 120Warrants, 125% of the product of (a) the difference between the greater of clauses (i) or (ii) above and the exercise price of the Warrants, multiplied by (b) the number of Warrants being sold to the Company, payable in cash; and (III) for the Option, 125% of the product of (a) the difference between the greater of clauses (i) or (ii) above and the Fixed Price, multiplied by (b) the number of Option Shares for which the Option is then exercisable, payable in cash.

Delay in Effectiveness of Registration Statement. (A) (1) In the event that such Registration Statement has not been declared effective within 90 days from the Filing Date, then the Conversion Price (as defined in the Certificate) shall be permanently reduced so that thereafter (subject to further adjustment as set forth herein, in the Certificate and in the other Transaction Documents) it shall be equal to the otherwise applicable Conversion Price multiplied by the "Applicable Percentage." The Applicable Percentage shall be 98% in the event the Registration Statement becomes effective within the first 30 day period after 90 days from the Filing Date. The Applicable Percentage shall be permanently reduced by an additional 1.5% if the Registration Statement is not declared effective within 120 days by the Required Effective Date, the Company shall pay to each Purchaser liquidated damages (in addition to the rights and remedies available to each Purchaser under applicable law and this Agreement), at a rate equal to one percent (1%) per month of the total purchase price of the Purchased Securities purchased by such Purchaser pursuant to this Agreement for the period from and including the Filing Date and shall be further reduced an additional 1.5% during each successive 30 first day period. For examplefollowing the Required Effective Date, if until, but excluding, the date the SEC declares the Registration Statement becomes effective. Such liquidated damages shall be payable monthly in cash. Lapse in Effectiveness of Registration Statement. In the event that the Registration Statement is filed and declared effective on and the 160th Company has not exercised its suspension rights pursuant to Section 5(c)(ii) below, if, during the Registration Period, the Registration Statement shall thereafter cease to be effective or useable or the prospectus included in the Registration Statement (the "PROSPECTUS", as amended or supplemented by any prospectus supplement and by all other amendments thereto and all material incorporated by reference in such Prospectus) ceases to be usable, in either case, in connection with resales of Registrable Shares, without such lapse being cured within ten (10) business days (the "CURE PERIOD") by a post-effective amendment to the Registration Statement, a supplement to the Prospectus or a report filed with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such lapse, then the Company shall pay to each Purchaser, liquidated damages (in addition to the rights and remedies available to each Purchaser under applicable law and this Agreement), for the period from and including the first day following the Filing Dateexpiration of the Cure Period until, but excluding, the Applicable Percentage shall equal 5%, so that thereafter the Conversion Price shall be 95% of the otherwise applicable Conversion Price. Any adjustments made pursuant to the foregoing provisions shall also apply to the Conversion Price of Additional Preferred Shares. In addition to the foregoing, if the Registration Statement has not been declared effective within 150 days after the Filing Date, then each Holder shall have the right to sell, at any time after the 150th day after the Filing Date, any or all of its Preferred Shares, and Warrants to the Company for consideration (the "Mandatory Repurchase Price") equal to (I) for the Preferred Shares, the greater earlier of (x) 120% of the Liquidation Preference of all such Preferred Shares being sold to the Company, or (y) the Liquidation Preference for the Preferred Shares being sold to the Company divided by the then applicable Conversion Price multiplied by the greater of the last closing price of the Common Stock on (i1) the date a Holder exercises its option pursuant to this Section 2(b) to require repurchase of Preferred Shares or on which such failure is cured and (ii2) the date on which the event triggering Holder's remedies under this Section 2(bRegistration Period expires, at a rate equal to two percent (2%) first occurred, in each case payable in cash and per annum (IIpro rata on a 360-day year basis) for the Warrants 120% of the product of (a) the difference between the greater of clauses (i) or (ii) above and the exercise total purchase price of the Warrants, multiplied Purchased Securities purchased by (b) the number of Warrants being sold such Purchaser pursuant to the Company, this Agreement. Such liquidated damages shall be payable monthly in cash.

Delay in Effectiveness of Registration Statement. (A) (1) In the event that such Registration Statement has not been declared effective within 90 days from the Filing Closing Date, or the Company at any time fails to issue unlegended Registrable Securities as required by Article VI of the Purchase Agreement, then the Conversion Price Company shall pay each Holder a Monthly Delay Payment (as defined in the Certificatebelow) shall be permanently reduced so that thereafter (subject to further adjustment as set forth herein, in the Certificate and in the other Transaction Documents) it shall be equal to the otherwise applicable Conversion Price multiplied by the "Applicable Percentage." The Applicable Percentage shall be 98% in the event the Registration Statement becomes effective within the first for each 30 day period after 90 days from the Filing Date. The Applicable Percentage shall be permanently reduced by an additional 1.5% if (or portion thereof) that effectiveness of the Registration Statement is not effective within 120 days from the Filing Date and shall be further reduced an additional 1.5% during each successive 30 day period. For example, if the Registration Statement becomes effective on the 160th day following the Filing Date, the Applicable Percentage shall equal 5%, so that thereafter the Conversion Price shall be 95% of the otherwise applicable Conversion Price. Any adjustments made pursuant delayed or failure to the foregoing provisions shall also apply to the Conversion Price of Additional Preferred Sharesissue such unlegended Registrable Securities persists. In addition to the foregoing, if the Registration Statement has not been declared effective within 150 180 days after the Filing Closing Date, then each Holder shall have the right to sell, at any time after the 150th 180th day after the Filing DateClosing Date (which 180th day shall be extended with respect to such Holder by 1 day for each day that any delay is caused by such Holder, its counsel or the underwriter selected by such Holder, failing to timely take action or provide information as required hereunder), any or all of its Preferred Shares, Warrants and Warrants Options to the Company for consideration (the "Mandatory Repurchase Price") equal to (I) for the Preferred Shares, the greater of (x) 120125% of the Liquidation Preference of all such Preferred Shares being sold to the Company, or (y) the Liquidation Preference for the Preferred Shares being sold to the Company divided by the then applicable Conversion Price multiplied by the greater of the last closing price of the Common Stock on (i) the date a Holder exercises its option pursuant to this Section 2(b) to require repurchase of Preferred Shares or (ii) the date on which the event triggering Holder's remedies under this Section 2(b) first occurred, in each case payable in cash and cash, (II) for the Warrants 120Warrants, 125% of the product of (a) the difference between the greater of clauses (i) or (ii) above and the exercise price of the Warrants, multiplied by (b) the number of Warrants being sold to the Company, payable in cash, and (III) for the Options, 125% of the product of (a) the difference between the greater of clauses (i) or (ii) above and the exercise price of the Options, multiplied by (b) the number of Options being sold to the Company, payable in cash.

Delay in Effectiveness of Registration Statement. (A) (1) The Company shall use its best efforts to cause the Registration Statement to become effective as soon as possible and in any event within 90 days from the Closing Date. In the event that such Registration Statement has not been declared effective within 90 days from the Filing Closing Date, then the Conversion Price Company shall pay in cash to each Holder a default payment at a rate (as defined in the Certificate"Default Payment Rate") shall be permanently reduced so that thereafter (subject to further adjustment as set forth herein, in the Certificate and in the other Transaction Documents) it shall be equal to two and one half percent (2.5%) of the otherwise applicable Conversion Price multiplied by sum of (x) the Outstanding Principal Amount of, (y) the accrued but unpaid interest on, plus (z) the accrued but unpaid or unrecognized default payments on the Debentures (the "Applicable Percentage." The Applicable Percentage shall be 98% in the event the Registration Statement becomes effective within the first 30 Debenture Amount") held by such Holder for each 30-day period (or portion thereof) during the period from and after 90 days from such failure, refusal or inability to so register the Filing DateRegistrable Securities until the Registrable Securities are so registered. The Applicable Percentage shall be permanently reduced by an additional 1.5% if the Registration Statement is not effective within 120 days from the Filing Date and shall be further reduced an additional 1.5% during each successive 30 day period. For example, if the Registration Statement becomes effective on the 160th day following the Filing Date, the Applicable Percentage shall equal 5%, so that thereafter the Conversion Price shall be 95% of the otherwise applicable Conversion Price. Any adjustments made pursuant to the foregoing provisions shall also apply to the Conversion Price of Additional Preferred Shares. In addition to the foregoing, if If the Registration Statement has not been declared effective within 150 180 days after the Filing Closing Date, then each Holder shall have the right in its sole discretion to sell, at any time after the 150th day after the Filing Date, any or all of its Preferred Shares, and Warrants sell to the Company for consideration its Debentures, Common Shares and/or Warrant Shares to the Company (in whole or in part) at a price in immediately available funds (the "Mandatory Repurchase Premium Redemption Price") equal to (IA) for as to the Preferred Debentures, 1.3 times (i.e., 130% of) the Outstanding Principal Amount of the Debentures plus any accrued but unpaid or unrecognized interest or default payments and (B) as to the Common Shares and/or Warrant Shares, 1.3 times the greater dollar amount which is the product of (x) 120% the number of the Liquidation Preference of all such Preferred Shares being sold shares so to the Companybe redeemed pursuant to this paragraph, or and (y) the Liquidation Preference Market Price for Shares of Common Stock (as defined in the Preferred Shares being sold Debentures) at the time such shares were received pursuant to conversion of Debentures or exercise of Warrants; provided that, upon the occurrence of a Company Reporting Event at any time during or prior to such 180-day period, such rights to compel the Company divided to purchase securities of the Purchaser shall only take effect 225 days from the Closing Date. Payment of such amount shall be due and payable within 3 business days of demand therefor, which demand shall be revocable by the then applicable Conversion Price multiplied by the greater Holder at any time prior to its actual receipt of the last closing price of the Common Stock on (i) the date a Holder exercises its option pursuant to this Section 2(b) to require repurchase of Preferred Shares or (ii) the date on which the event triggering Holder's remedies under this Section 2(b) first occurred, in each case payable in cash and (II) for the Warrants 120% of the product of (a) the difference between the greater of clauses (i) or (ii) above and the exercise price of the Warrants, multiplied by (b) the number of Warrants being sold to the Company, payable in cashPremium Redemption Price.

Delay in Effectiveness of Registration Statement. If (i) (A) (1) In the event that such Equity Registration Statement has filed hereunder is not been declared effective within 90 days from by the Filing Commission by the 30th day following the Required Effective Date, then the Conversion Price Parent shall issue to the Purchaser, promptly following the 30th day following the Required Effective Date, additional shares of Common Stock in an amount equal to 0.0588 times the number of Shares originally purchased, and (B) for each period of 30 consecutive days that the Equity Registration Statement filed hereunder remains ineffective after the 180th day following the Closing Date, the Parent shall issue to the Purchaser additional shares of Common Stock in an amount equal to 1% of the sum of the number of Shares purchased by the Purchaser pursuant to Section 2 hereof and the number of additional shares of Common Stock issued under the preceding clause (i)(A) (any such issuance under this clause (i)(B) to be pro rated for any partial period of 30 consecutive days during which the Equity Registration Statement remains ineffective), provided that in no event shall the aggregate number of shares of Common Stock issued pursuant to this clause (i)(B) exceed 3% of the sum of the number of Shares purchased by the Purchaser pursuant to Section 2 hereof and the number of additional shares of Common stock issued under the preceding clause (i)(A), and (ii) the Purchaser shall be prohibited from selling the Shares under the Equity Registration Statement as a result of a Suspension (as defined below) of more than 30 days or one or more Suspensions in any 365-day period exceeding in the Certificate) aggregate a total of 60 days, then for each period of 30 consecutive days in which a Suspension is in effect, that exceeds the maximum allowed period for a Suspension or Suspensions, the Parent shall be permanently reduced so that thereafter (subject issue to further adjustment as set forth herein, the Purchaser additional shares of Common Stock in the Certificate and in the other Transaction Documents) it shall be an amount equal to the otherwise applicable Conversion Price multiplied by the "Applicable Percentage." The Applicable Percentage shall be 98% in the event the Registration Statement becomes effective within the first 30 day period after 90 days from the Filing Date. The Applicable Percentage shall be permanently reduced by an additional 1.5% if the Registration Statement is not effective within 120 days from the Filing Date and shall be further reduced an additional 1.5% during each successive 30 day period. For example, if the Registration Statement becomes effective on the 160th day following the Filing Date, the Applicable Percentage shall equal 5%, so that thereafter the Conversion Price shall be 951% of the otherwise applicable Conversion Price. Any adjustments made sum of the Shares purchased by the Purchaser pursuant to Section 2 and the foregoing provisions shall also apply additional shares of Common Stock issued under the preceding clause (i) (if any) (any such issuance under this clause (ii) to be pro rated for any partial period of 30 consecutive days during which a Suspension Period extends beyond the Conversion Price of Additional Preferred Sharesmaximum allowed period hereunder). In addition to Notwithstanding the foregoing, if in no event shall the Registration Statement has not been declared effective within 150 days after the Filing Date, then each Holder shall have the right Parent be obligated to sell, at any time after the 150th day after the Filing Date, any or all issue additional shares of its Preferred Shares, and Warrants to the Company for consideration (the "Mandatory Repurchase Price") equal to (I) for the Preferred Shares, the greater of (x) 120% of the Liquidation Preference of all such Preferred Shares being sold to the Company, or (y) the Liquidation Preference for the Preferred Shares being sold to the Company divided by the then applicable Conversion Price multiplied by the greater of the last closing price of the Common Stock on (i) the date a Holder exercises its option pursuant to this Section 2(b7.4 to more than one Purchaser in respect of the same Shares. Any issuance pursuant to clause (i) of this Section 7.4 shall be made no later than the fifth Business Day after the 30th day following the Required Effective Date and any issuance pursuant to require repurchase of Preferred Shares or clause (ii) of this Section 7.4 shall be made no later than the fifth Business Day following the date on which the event triggering Holder's remedies obligation to make such issuance accrues. No fractional shares shall be issued under this Section 2(b) first occurred, in each case payable in cash and (II) for the Warrants 120% of the product of (a) the difference between the greater of clauses (i) or (ii) above and the exercise price of the Warrants, multiplied by (b) the number of Warrants being sold 7.4; any fractional share shall be rounded to the Companynearest whole share, payable in cashwith .50 being rounded upward.

Delay in Effectiveness of Registration Statement. The Company agrees that it shall file the Registration Statement complying with the requirements of this Agreement promptly and shall use its best efforts to cause such Registration Statement to become effective as soon as possible and in any event prior to 120 days following the initial closing of the purchase (Athe "Closing Date") (1) the "Effective Date"). In the event that such Registration Statement has not been declared effective within 90 120 days from the Filing Closing Date, then the percentage (initially 125% or 85%, as the case may be) employed to determine the "Conversion Price Price" pursuant to Section 5(c) of the Debentures (as defined in the Certificate"Agreed Percentage") shall be permanently reduced so that by 1% during and after the first 30-day period from and after the 120th day following the Closing Date during any part of which such Registration Statement is not effective, and such Agreed Percentage shall be further reduced by an additional 1.5% during and after each subsequent 30-day period thereafter (during any part of which the Registration Statement is not effective. In each case, the Agreed Percentage and the Conversion Price shall be subject to further adjustment as set forth herein, in the Certificate Debenture and in the other Transaction Documents) it shall be equal to the otherwise applicable Conversion Price multiplied by the "Applicable Percentage." The Applicable Percentage shall be 98% in the event the Registration Statement becomes effective within the first 30 day period after 90 days from the Filing DatePurchase Agreement. The Applicable Percentage shall be permanently reduced by an additional 1.5% if the Registration Statement is not effective within 120 days from the Filing Date and shall be further reduced an additional 1.5% during each successive 30 day period. For example, if the Registration Statement becomes effective on the 160th day following the Filing Date, the Applicable Percentage shall equal 5%, so that thereafter the Conversion Price shall be 95% of the otherwise applicable Conversion Price. Any adjustments made pursuant to the foregoing provisions shall also apply to the Conversion Price of Additional Preferred Shares. In addition to the foregoing, if If the Registration Statement has not been declared effective within 150 180 days after the Filing Closing Date, then each Holder shall have the right in its sole discretion (i) to sell, at any time after the 150th day after the Filing Date, any or all of sell its Preferred Shares, and Warrants Debentures to the Company for consideration (in whole or in part) at a price in immediately available funds (the "Mandatory Repurchase Premium Conversion Price") equal to 1.25 times (i.e., 125% of) the Outstanding Principal Amount of the Debentures plus any accrued but unpaid or unrecognized interest or default payments, and/or (ii) require the Company to redeem the Warrants for cash in an amount (the "Warrant Redemption Price") equal to (x) the product of (I) the number of shares exercisable under the Warrants (without regard to any beneficial ownership limitations contained therein), multiplie by (II) the average closing bid price for the Preferred Sharesten (10) consecutive trading days immediately preceding the notice of redemption of such Warrants, the greater of (x) 120% of the Liquidation Preference of all such Preferred Shares being sold to the Company, or minus (y) the Liquidation Preference for the Preferred Shares being sold to the Company divided by the then applicable Conversion Price multiplied by the greater of the last closing price of the Common Stock on (i) the date a Holder exercises its option pursuant to this Section 2(b) to require repurchase of Preferred Shares or (ii) the date on which the event triggering Holder's remedies under this Section 2(b) first occurred, in each case payable in cash and (II) for the Warrants 120% of the product of (aI) the difference between number of shares exercisable under the greater of clauses Warrants (i) or (ii) above and the exercise price of the Warrantswithout regard to any beneficial ownership limitations contained therein), multiplied by (bII) the number Exercise Price (as defined in the Warrants). Payment of Warrants being sold such amount shall be due and payable within 3 business days of demand therefor, which demand shall be revocable by the Holder at any time prior to its actual receipt of the Company, payable in cashPremium Conversion Price.