Common use of Registration Requirement Clause in Contracts

Registration Requirement. Subject to the last sentence of this paragraph, the Company shall prepare promptly and file with the Commission a Resale Registration Statement meeting the requirements of the Securities Act within five (5) Business Days following the Closing under the Purchase Agreement, and will use its best efforts to cause the Resale Registration Statement to be declared effective by the Commission as soon as practicable thereafter and in any event not later than sixty (60) days after such filing. The Company's obligations to file a Resale Registration Statement and to have it declared effective within the time periods set forth in the first sentence of this Section 2(a) shall be subject to the Company's right to deliver to the Holders a Delay Notice pursuant to Section 2(e) hereof. If a Resale Registration Statement is not filed with the Commission within five (5) Business Days following the Closing under the Purchase Agreement (subject to any bona fide Delay Period), the Company will pay to each Holder, as liquidated damages and not as a penalty, an amount equal to 1.0% of the aggregate purchase price for the Unsubscribed Shares paid by such Holder pursuant to Section 1.3 of the Purchase Agreement for each month or part thereof that such Resale Registration Statement has not been filed, payable in monthly installments. If the Resale Registration Statement is not declared effective by the Commission within 60 days after it is filed with the Commission (subject to any bona fide Delay Period), the Company will pay to each Holder, as liquidated damages and not as a penalty, an amount equal to 1.0% of the aggregate purchase price for the Unsubscribed Shares paid by such Holder pursuant to Section 1.3 of the Purchase Agreement for each month or part thereof that such Resale Registration Statement has not been declared effective, payable in monthly installments. The payment of liquidated damages pursuant to this paragraph shall be made by the Company, at its option, either in cash or in Liquidated Damages Warrants having a value (such value to be determined as set forth below) equal to such liquidated damages. Such Liquidated Damages Warrants shall contain the same terms as the Standby Commitment Fee Warrants except that they shall have an exercise period of one year from the date of actual issuance, and they shall have an exercise price (x) with respect to the first installment of Liquidated Damages Warrants, equal to the Average Share Price (as defined in the Purchase Agreement) on the date on which the Company first becomes obligated to pay the liquidated damages and (y) with respect to any subsequent installment of Liquidated Damages Warrants, on the first Business Day of the month period for which such installment is issuable. The value of such Liquidated Damages Warrants shall be equal to their Black Scholes Warrant Value. Liquidated damages shall be deemed to commence accruing on the day on which the event triggering such liquidated damages occurs. The liquidated damages to be paid to the Holders pursuant to this Section 2(a) shall cease to accrue (i) with respect to the liquidated damages for failure to have the Resale Registration Statement filed with the Commission on or prior to the fifth Business Day following the Closing, on the day that the Resale Registration Statement has been filed with the Commission or (ii) with respect to the liquidated damages for failure to have the Resale Registration Statement declared effective on or prior to the sixtieth (60th) day after it is filed with the Commission, on the day that the Resale Registration Statement has been declared effective by the Commission. The parties hereto agree that the liquidated damages provided for in this Section 2(a) constitute a reasonable estimate of the damages that will be suffered by the Holders by reason of the failure of the Resale Registration Statement to be filed and/or to be declared effective, as the case may be, in accordance with this Agreement.

Registration Requirement. Subject to the last sentence terms and limitations hereof, the parties hereto agree and acknowledge that the Company shall prepare and file a registration statement (the “Registration Statement”) on Form S-1 or other appropriate registration document under the Securities Act of this paragraph1933, as amended (the “Act”) for resale of the Shares (the “Registrable Securities”) and shall use its reasonable best efforts to maintain the Registration Statement effective for a period of twelve (12) months at the Company’s expense (the “Effectiveness Period”). The Company shall file such Registration Statement no later than the tenth (10th) day after the end of the six (6) month period that immediately follows the filing date of the Initial Registration Statement (the “Required Filing Date”), provided that if such day is not a Business Day, then the Required Filing Date shall be the next business day thereafter. The Company shall use reasonable best efforts to cause such Registration Statement to become effective within one hundred fifty (150) days after the Required Filing Date or the actual filing date, whichever is earlier, or one hundred eighty (180) days after the Required Filing Date or the actual filing date, whichever is earlier, if the Registration Statement is subject to a full review by the SEC (the “Required Effectiveness Date”). If the Company fails to file the Registration Statement by the Required Filing Date or if the Registration Statement does not become effective on or before the Required Effectiveness Date due to the failure of the Company to fulfill its obligations hereunder, the Company shall prepare promptly and file with the Commission a Resale Registration Statement meeting the requirements of the Securities Act within five (5) Business Days following the Closing under the Purchase Agreement, and will use its best efforts be required to cause the Resale Registration Statement to be declared effective by the Commission as soon as practicable thereafter and in any event not later than sixty (60) days after such filing. The Company's obligations to file a Resale Registration Statement and to have it declared effective within the time periods set forth in the first sentence of this Section 2(a) shall be subject to the Company's right to deliver to the Holders a Delay Notice pursuant to Section 2(e) hereof. If a Resale Registration Statement is not filed with the Commission within five (5) Business Days following the Closing under the Purchase Agreement (subject to any bona fide Delay Period), the Company will pay to each Holderissue, as liquidated damages and not as a penaltydamages, an amount to each of the Holders shares (the “Penalty Shares”) equal to 1.0a total of 0.0333% of the aggregate purchase price for the Unsubscribed their respective Shares paid by such Holder pursuant to Section 1.3 of the Purchase Agreement for each month or part thereof calendar day that such Resale the Registration Statement has not been filed, payable in monthly installments. If the Resale Registration Statement is not filed or declared effective by the Commission within 60 days after it SEC (and until the Registration Statement is filed with the Commission (subject to any bona fide Delay Period), the Company will pay to each Holder, as liquidated damages and not as a penalty, an amount equal to 1.0% of the aggregate purchase price for the Unsubscribed Shares paid by such Holder pursuant to Section 1.3 of the Purchase Agreement for each month or part thereof that such Resale Registration Statement has not been declared effective, payable in monthly installments. The payment of liquidated damages pursuant to this paragraph shall be made by the Company, at its option, either in cash or in Liquidated Damages Warrants having a value (such value to be determined as set forth below) equal to such liquidated damages. Such Liquidated Damages Warrants shall contain the same terms as the Standby Commitment Fee Warrants except that they shall have an exercise period of one year from the date of actual issuance, and they shall have an exercise price (x) with respect to the first installment of Liquidated Damages Warrants, equal to the Average Share Price (as defined in the Purchase Agreement) on the date on which the Company first becomes obligated to pay the liquidated damages and (y) with respect to any subsequent installment of Liquidated Damages Warrants, on the first Business Day of the month period for which such installment is issuable. The value of such Liquidated Damages Warrants shall be equal to their Black Scholes Warrant Value. Liquidated damages shall be deemed to commence accruing on the day on which the event triggering such liquidated damages occurs. The liquidated damages to be paid to the Holders pursuant to this Section 2(a) shall cease to accrue (i) with respect to the liquidated damages for failure to have the Resale Registration Statement filed with the Commission on or prior to the fifth Business Day following the Closing, on the day that the Resale Registration Statement has been filed with the Commission or (ii) with respect to the liquidated damages for failure to have the Resale Registration Statement declared effective on or prior to the sixtieth (60th) day after it is filed with the Commission, on the day that the Resale Registration Statement has been declared effective by the Commission. The parties hereto agree that the liquidated damages provided for in this Section 2(a) constitute a reasonable estimate of the damages that will be suffered by the Holders by reason of the failure of the Resale Registration Statement to be filed and/or to be declared effectiveSEC), as the case may be, in accordance with this Agreementapplicable.

Registration Requirement. Subject to the last sentence terms and limitations hereof, the parties hereto agree and acknowledge that the Company shall prepare and file a registration statement (the “Registration Statement”) on Form S-1 or other appropriate registration document under the Securities Act of this paragraph1933, as amended (the “Act”) for resale of the Shares (the “Registrable Securities”) and shall use its reasonable best efforts to maintain the Registration Statement effective for a period of twelve (12) months at the Company’s expense (the “Effectiveness Period”). The Company shall file such Registration Statement no later than the tenth (10th) day after the end of the six (6) month period that immediately follows the filing date of the Initial Registration Statement (the “Required Filing Date”), provided that if such day is not a Business Day, then the Required Filing Date shall be the next business day thereafter. The Company shall use reasonable best efforts to cause such Registration Statement to become effective within one hundred fifty (150) days after the Required Filing Date or the actual filing date, whichever is earlier, or one hundred eighty (180) days after the Required Filing Date or the actual filing date, whichever is earlier, if the Registration Statement is subject to a full review by the SEC (the “Required Effectiveness Date”). If the Company fails to file the Registration Statement by the Required Filing Date or if the Registration Statement does not become effective on or before the Required Effectiveness Date due to the failure of the Company to fulfill its obligations hereunder, the Company shall prepare promptly and file with the Commission a Resale Registration Statement meeting the requirements be required to issue, as liquidated damages, to each of the Securities Act within five Holders shares (5the “Penalty Shares”) Business Days following equal to one percent (1%) of their respective Shares on a monthly basis until the Closing under the Purchase Agreement, and will use its best efforts to cause the Resale Registration Statement to be declared effective by the Commission as soon as practicable thereafter and in any event not later than sixty (60) days after such filing. The Company's obligations to file a Resale Registration Statement and to have it declared effective within the time periods set forth in the first sentence of this Section 2(a) shall be subject to the Company's right to deliver to the Holders a Delay Notice pursuant to Section 2(e) hereof. If a Resale Registration Statement is not filed with the Commission within five (5) Business Days following the Closing under the Purchase Agreement (subject to any bona fide Delay Period), the Company will pay to each Holder, as liquidated damages and not as a penalty, an amount equal to 1.0% of the aggregate purchase price for the Unsubscribed Shares paid by such Holder pursuant to Section 1.3 of the Purchase Agreement for each month or part thereof that such Resale Registration Statement has not been filed, payable in monthly installments. If the Resale Registration Statement is not declared effective by the Commission within 60 days after it is filed with the Commission (subject to any bona fide Delay Period), the Company will pay to each Holder, as liquidated damages and not as a penalty, an amount equal to 1.0% of the aggregate purchase price for the Unsubscribed Shares paid by such Holder pursuant to Section 1.3 of the Purchase Agreement for each month or part thereof that such Resale Registration Statement has not been declared effective, payable in monthly installments. The payment of liquidated damages pursuant to this paragraph shall be made by the Company, at its option, either in cash or in Liquidated Damages Warrants having a value (such value to be determined as set forth below) equal to such liquidated damages. Such Liquidated Damages Warrants shall contain the same terms as the Standby Commitment Fee Warrants except that they shall have an exercise period of one year from the date of actual issuance, and they shall have an exercise price (x) with respect to the first installment of Liquidated Damages Warrants, equal to the Average Share Price (as defined in the Purchase Agreement) on the date on which the Company first becomes obligated to pay the liquidated damages and (y) with respect to any subsequent installment of Liquidated Damages Warrants, on the first Business Day of the month period for which such installment is issuable. The value of such Liquidated Damages Warrants shall be equal to their Black Scholes Warrant Value. Liquidated damages shall be deemed to commence accruing on the day on which the event triggering such liquidated damages occurs. The liquidated damages to be paid to the Holders pursuant to this Section 2(a) shall cease to accrue (i) with respect to the liquidated damages for failure to have the Resale Registration Statement filed with the Commission on or prior to the fifth Business Day following the Closing, on the day that the Resale Registration Statement has been filed with the Commission or (ii) with respect to the liquidated damages for failure to have the Resale Registration Statement declared effective on or prior to the sixtieth (60th) day after it is filed with the Commission, on the day that the Resale Registration Statement has been declared effective by the Commission. The parties hereto agree that the liquidated damages provided for in this Section 2(a) constitute a reasonable estimate of the damages that will be suffered by the Holders by reason of the failure of the Resale Registration Statement to be filed and/or to be declared effective, as the case may be, in accordance with this Agreementapplicable.

Registration Requirement. Subject to the last sentence terms and limitations hereof, the parties hereto agree and acknowledge that the Company shall prepare and file a registration statement (the “Registration Statement”) on Form S-1 or other appropriate registration document under the Securities Act of this paragraph1933, as amended (the “Act”) for resale of the Shares (the “Registrable Securities”) and shall use its reasonable best efforts to maintain the Registration Statement effective for a period of twelve (12) months at the Company’s expense (the “Effectiveness Period”). The Company shall file such Registration Statement no later than the tenth (10th) day after the end of the six (6) month period that immediately follows the filing date of the Initial Registration Statement (the “Required Filing Date”), provided that if such day is not a business day, then the Required Filing Date shall be the next business day thereafter. The Company shall use reasonable best efforts to cause such Registration Statement to become effective within one hundred fifty (150) days after the Required Filing Date or the actual filing date, whichever is earlier, or one hundred eighty (180) days after the Required Filing Date or the actual filing date, whichever is earlier, if the Registration Statement is subject to a full review by the SEC (the “Required Effectiveness Date”). If the Company fails to file the Registration Statement by the Required Filing Date or if the Registration Statement does not become effective on or before the Required Effectiveness Date due to the failure of the Company to fulfill its obligations hereunder, the Company shall prepare promptly and file with the Commission a Resale Registration Statement meeting the requirements of the Securities Act within five (5) Business Days following the Closing under the Purchase Agreement, and will use its best efforts be required to cause the Resale Registration Statement to be declared effective by the Commission as soon as practicable thereafter and in any event not later than sixty (60) days after such filing. The Company's obligations to file a Resale Registration Statement and to have it declared effective within the time periods set forth in the first sentence of this Section 2(a) shall be subject to the Company's right to deliver to the Holders a Delay Notice pursuant to Section 2(e) hereof. If a Resale Registration Statement is not filed with the Commission within five (5) Business Days following the Closing under the Purchase Agreement (subject to any bona fide Delay Period), the Company will pay to each Holderissue, as liquidated damages and not as a penaltydamages, an amount to each of the Holders shares (the “Penalty Shares”) equal to 1.0a total of 0.0333% of the aggregate purchase price for the Unsubscribed his, her or its respective Shares paid by such Holder pursuant to Section 1.3 of the Purchase Agreement for each month or part thereof calendar day that such Resale the Registration Statement has not been filed, payable in monthly installments. If the Resale Registration Statement is not filed or declared effective by the Commission within 60 days after it SEC (and until the Registration Statement is filed with the Commission (subject to any bona fide Delay Period), the Company will pay to each Holder, as liquidated damages and not as a penalty, an amount equal to 1.0% of the aggregate purchase price for the Unsubscribed Shares paid by such Holder pursuant to Section 1.3 of the Purchase Agreement for each month or part thereof that such Resale Registration Statement has not been declared effective, payable in monthly installments. The payment of liquidated damages pursuant to this paragraph shall be made by the Company, at its option, either in cash or in Liquidated Damages Warrants having a value (such value to be determined as set forth below) equal to such liquidated damages. Such Liquidated Damages Warrants shall contain the same terms as the Standby Commitment Fee Warrants except that they shall have an exercise period of one year from the date of actual issuance, and they shall have an exercise price (x) with respect to the first installment of Liquidated Damages Warrants, equal to the Average Share Price (as defined in the Purchase Agreement) on the date on which the Company first becomes obligated to pay the liquidated damages and (y) with respect to any subsequent installment of Liquidated Damages Warrants, on the first Business Day of the month period for which such installment is issuable. The value of such Liquidated Damages Warrants shall be equal to their Black Scholes Warrant Value. Liquidated damages shall be deemed to commence accruing on the day on which the event triggering such liquidated damages occurs. The liquidated damages to be paid to the Holders pursuant to this Section 2(a) shall cease to accrue (i) with respect to the liquidated damages for failure to have the Resale Registration Statement filed with the Commission on or prior to the fifth Business Day following the Closing, on the day that the Resale Registration Statement has been filed with the Commission or (ii) with respect to the liquidated damages for failure to have the Resale Registration Statement declared effective on or prior to the sixtieth (60th) day after it is filed with the Commission, on the day that the Resale Registration Statement has been declared effective by the Commission. The parties hereto agree that the liquidated damages provided for in this Section 2(a) constitute a reasonable estimate of the damages that will be suffered by the Holders by reason of the failure of the Resale Registration Statement to be filed and/or to be declared effectiveSEC), as the case may be, in accordance with this Agreementapplicable.

Registration Requirement. Subject to the last sentence terms and limitations hereof, the parties hereto agree and acknowledge that the Company shall prepare and file a registration statement (the “Registration Statement”) on Form S-1 or other appropriate registration document under the Securities Act of this paragraph1933, as amended (the “Act”) for resale of the Shares (the “Registrable Securities”) and shall use its reasonable best efforts to maintain the Registration Statement effective for a period of twelve (12) months at the Company’s expense (the “Effectiveness Period”). The Company shall file such Registration Statement no later than the tenth (10th) day after the end of the six (6) month period that immediately follows the filing date of any Registration Statement (the “Initial Registration Statement”) required to be filed by the Company in connection with the next offering of common stock by the Company with gross proceeds of at least $2.0 million (the “Required Filing Date”), provided that if such day is not a Business Day, then the Required Filing Date shall be the next business day thereafter. The Company shall use reasonable best efforts to cause such Registration Statement to become effective within one hundred fifty (150) days after the Required Filing Date or the actual filing date, whichever is earlier, or one hundred eighty (180) days after the Required Filing Date or the actual filing date, whichever is earlier, if the Registration Statement is subject to a full review by the SEC (the “Required Effectiveness Date”). If the Company fails to file the Registration Statement by the Required Filing Date or if the Registration Statement does not become effective on or before the Required Effectiveness Date due to the failure of the Company to fulfill its obligations hereunder, the Company shall prepare promptly and file with the Commission a Resale Registration Statement meeting the requirements of the Securities Act within five (5) Business Days following the Closing under the Purchase Agreement, and will use its best efforts be required to cause the Resale Registration Statement to be declared effective by the Commission as soon as practicable thereafter and in any event not later than sixty (60) days after such filing. The Company's obligations to file a Resale Registration Statement and to have it declared effective within the time periods set forth in the first sentence of this Section 2(a) shall be subject to the Company's right to deliver to the Holders a Delay Notice pursuant to Section 2(e) hereof. If a Resale Registration Statement is not filed with the Commission within five (5) Business Days following the Closing under the Purchase Agreement (subject to any bona fide Delay Period), the Company will pay to each Holderissue, as liquidated damages and not as a penaltydamages, an amount to each of the Holders shares (the “Penalty Shares”) equal to 1.0a total of 0.0333% of the aggregate purchase price for the Unsubscribed their respective Shares paid by such Holder pursuant to Section 1.3 of the Purchase Agreement for each month or part thereof calendar day that such Resale the Registration Statement has not been filed, payable in monthly installments. If the Resale Registration Statement is not filed or declared effective by the Commission within 60 days after it SEC (and until the Registration Statement is filed with the Commission (subject to any bona fide Delay Period), the Company will pay to each Holder, as liquidated damages and not as a penalty, an amount equal to 1.0% of the aggregate purchase price for the Unsubscribed Shares paid by such Holder pursuant to Section 1.3 of the Purchase Agreement for each month or part thereof that such Resale Registration Statement has not been declared effective, payable in monthly installments. The payment of liquidated damages pursuant to this paragraph shall be made by the Company, at its option, either in cash or in Liquidated Damages Warrants having a value (such value to be determined as set forth below) equal to such liquidated damages. Such Liquidated Damages Warrants shall contain the same terms as the Standby Commitment Fee Warrants except that they shall have an exercise period of one year from the date of actual issuance, and they shall have an exercise price (x) with respect to the first installment of Liquidated Damages Warrants, equal to the Average Share Price (as defined in the Purchase Agreement) on the date on which the Company first becomes obligated to pay the liquidated damages and (y) with respect to any subsequent installment of Liquidated Damages Warrants, on the first Business Day of the month period for which such installment is issuable. The value of such Liquidated Damages Warrants shall be equal to their Black Scholes Warrant Value. Liquidated damages shall be deemed to commence accruing on the day on which the event triggering such liquidated damages occurs. The liquidated damages to be paid to the Holders pursuant to this Section 2(a) shall cease to accrue (i) with respect to the liquidated damages for failure to have the Resale Registration Statement filed with the Commission on or prior to the fifth Business Day following the Closing, on the day that the Resale Registration Statement has been filed with the Commission or (ii) with respect to the liquidated damages for failure to have the Resale Registration Statement declared effective on or prior to the sixtieth (60th) day after it is filed with the Commission, on the day that the Resale Registration Statement has been declared effective by the Commission. The parties hereto agree that the liquidated damages provided for in this Section 2(a) constitute a reasonable estimate of the damages that will be suffered by the Holders by reason of the failure of the Resale Registration Statement to be filed and/or to be declared effectiveSEC), as the case may be, in accordance with this Agreementapplicable.

Registration Requirement. Subject The Company shall file a Registration Statement on Form S-1 (or any other applicable form to this offering) (the last sentence “Initial Registration Statement”) within 45 days of the Closing of this paragraph, transaction covering 100% of the Company shall prepare promptly Common Stock purchased and file the Common Stock underlying the Warrants with the Commission a Resale Registration Statement meeting SEC (the requirements of the Securities Act within five (5) Business Days following the Closing under the Purchase Agreement, and will use its best efforts to cause the Resale Registration Statement to be declared effective by the Commission as soon as practicable thereafter and in any event not later than sixty (60) days after such filing. The Company's obligations to file a Resale Registration Statement and to have it declared effective within the time periods set forth in the first sentence of this Section 2(a) shall be subject to the Company's right to deliver to the Holders a Delay Notice pursuant to Section 2(e) hereof“Registrable Securities”). If a Resale the Initial Registration Statement is not filed with the Commission within five (5) Business Days following 45 days of the Closing under Date (the Purchase Agreement (subject to any bona fide Delay Period“Relevant Filing Date”), the Company will pay damages shall be paid to each Holder, as liquidated damages and not as a penalty, Investor in cash in an amount equal to 1.0% of the aggregate purchase price amount subscribed for the Unsubscribed Shares paid by such Holder pursuant to Section 1.3 the Investor. Such 1.0% damage amount shall e paid each month (or part thereof) after the Relevant Filing Date and before the date of the Purchase Agreement for each month or part thereof that such Resale Initial Registration Statement has not been is filed, payable in . Such 1.0% damage amount shall be paid on the first business day after the Relevant Filing Date and on each monthly installmentsanniversary of said date until the Initial Registration Statement is filed. If the Resale Initial Registration Statement is not declared effective by within 200 days of the Commission within 60 days after it is filed with Closing date (the Commission (subject to any bona fide Delay Period“Relevant Effective Date”), the Company will shall pay liquidated damages to the Investors. Such damages shall be paid in cash to each Holder, as liquidated damages and not as a penalty, an Investor in the amount equal to 1.00.50% of the aggregate purchase price amount subscribed for the Unsubscribed Shares paid by such Holder pursuant to Section 1.3 of the Purchase Agreement for Investor. Such 0.5% damage amount shall be paid each month (or part thereof that such Resale thereof) after the Relevant Effective Date and before the date the Initial Registration Statement has not been is declared effective. Such 0.5% damage amount shall be paid on the first business day after the Relevant Effective Date and on each monthly anniversary of said date (applied on a daily pro-rata basis) until the Initial Registration Statement is declared effective, payable in monthly installments. The payment of provided, however, that the Company shall not have any obligation to pay liquidated damages pursuant to this paragraph provision for any delay arising from (i) issues raised by the SEC relating to Rule 415 of the Securities Act, as amended, or to the structure of the sale and resale of the Securities, (ii) information required from person or entities other than the Company or its subsidiary, or (iii) issues resulting from or relating to acts or omissions of persons or entities other than the Company or its subsidiary. Such liquidated damages (including any damages under Section 8.8(f)) shall be made capped at 10% of the principal amount subscribed for by the CompanyInvestors (the “Registration Damages Cap”). If necessary, the Company shall file subsequent Registration Statements until all of the Registrable Securities have been registered for resale (each a “Subsequent Registration Statement”). The Subsequent Registration Statements will be filed at its optionthe earliest date permissible under then current SEC guidance, either in cash or in Liquidated Damages Warrants having a value (such value to be determined as set forth below) equal to such liquidated damages. Such Liquidated Damages Warrants shall contain the same terms as the Standby Commitment Fee Warrants except that they shall have an exercise period of one year which is at least 180 days from the effective date of actual issuancethe last Registration Statement (each such date referred to as “Subsequent Relevant Filing Date”). Each Investor’s Registrable Securities in this transaction will participate in the subsequent registrations on a pro rata basis. If any Subsequent Registration Statement is not filed on time, and they shall have an exercise price (x) with respect to the first installment of Liquidated Damages Warrants, liquidated damages equal to the Average Share Price (as defined amount of 1.0% of the purchase amount of the remaining unregistered Registrable Securities shall be paid pro-rata in cash to the Purchase Agreement) on the date on which the Company first becomes obligated to pay the liquidated damages and (y) with respect to any subsequent installment of Liquidated Damages Warrants, Investors on the first Business Day business day after the Subsequent Relevant Filing Date, and on each monthly anniversary of said date (applied on a daily pro rata basis) until the Subsequent Registration Statement is filed, provided, however, that the Company shall not have any obligation to pay liquidated damages pursuant to this provision for any delay arising from (i) issues raised by the SEC relating to Rule 415 of the month period for which such installment is issuableSecurities Act, as amended, or to the structure of the sale and resale of the Registrable Securities, (ii) information required from person or entities other than the Company or its subsidiary, or (iii) issues resulting from or relating to acts or omissions of persons or entities other than the Company or its subsidiary. The value of such Liquidated Damages Warrants shall be equal to their Black Scholes Warrant Value. Liquidated Such liquidated damages shall be deemed subject to commence accruing on and included in the day on which Registration Damages Cap. If the event triggering such Subsequent Registration Statement is not declared effective within 200 days of the Subsequent Relevant Filing Date (each referred to as the “Subsequent Relevant Effective Date”), liquidated damages occurs. The liquidated damages shall be paid in cash pro-rata to Investors holding unregistered Registrable Securities in the amount equal to 0.50% of the purchase amount of the remaining unregistered Registrable Securities subscribed for by the Investors per month (applied on a daily pro rata basis) after the Subsequent Relevant Effective Date to be paid on the first business day after the Subsequent Relevant Effective Date and on each monthly anniversary of said date until the Registration Statement is declared effective, provided, however, that the Company shall not have any obligation to the Holders pay liquidated damages pursuant to this Section 2(a) shall cease to accrue provision for any delay arising from (i) with respect issues raised by the SEC relating to Rule 415 of the Securities Act, as amended, or to the liquidated damages for failure to have structure of the Resale Registration Statement filed with sale and resale of the Commission on or prior to the fifth Business Day following the ClosingSecurities, on the day that the Resale Registration Statement has been filed with the Commission or (ii) with respect information required from person or entities other than the Company or its subsidiary, or (iii) issues resulting from or relating to acts or omissions of persons or entities other than the Company or its subsidiary. Such liquidated damages for failure shall be subject to have and included in the Resale Registration Statement declared effective on or prior to the sixtieth (60th) day after it is filed with the Commission, on the day that the Resale Registration Statement has been declared effective by the Commission. The parties hereto agree that the liquidated damages provided for in this Section 2(a) constitute a reasonable estimate of the damages that will be suffered by the Holders by reason of the failure of the Resale Registration Statement to be filed and/or to be declared effective, as the case may be, in accordance with this AgreementDamages Cap.

Registration Requirement. Subject to the last sentence of this paragraphterms and limitations hereof, the Company shall prepare promptly and file with a registration statement on Form S-1 or other appropriate form under the Commission a Resale Securities Act (the “Registration Statement meeting the requirements Statement”) registering for resale pursuant to Rule 415 of the Securities Act within five (5) Business Days following the Closing under the Purchase Agreementall Warrant Shares, and will shall use its reasonable best efforts to maintain the Registration Statement effective, at its expense, for a period ending on the earlier of the second anniversary of the effective date thereof or the date when the Holder has resold all Warrant Shares. The Company shall file the Registration Statement no later than 75 days after the date hereof (the “Filing Date”), and shall use reasonable best efforts to cause the Resale Registration Statement to be declared become effective by on or before the Commission as soon as practicable thereafter and in any event not later than sixty 120th day following the Filing Date (60) days after such filingthe “Effectiveness Date”). The Company's ’s failure to satisfy the obligations to file a Resale Registration Statement and to have it declared effective within the time periods set forth specified in the first immediately preceding sentence of this Section 2(a) shall be subject require the Company to make a one-time payment to the Company's right to deliver to the Holders a Delay Notice pursuant to Section 2(e) hereof. If a Resale Registration Statement is not filed with the Commission within five (5) Business Days following the Closing under the Purchase Agreement (subject to any bona fide Delay Period), the Company will pay to each Holder, as liquidated damages damages, of $.01 per Warrant Share. For the avoidance of doubt, any right to receive such payment shall be Holder’s sole and not as a penalty, an amount equal to 1.0% exclusive remedy for the failure of the aggregate purchase price for Company to satisfy the Unsubscribed Shares paid by such Holder pursuant to obligations under this Section 1.3 of 5(a). At the Purchase Agreement for each month or part thereof that such Resale Registration Statement has not been filed, payable Company’s election in monthly installments. If the Resale Registration Statement is not declared effective by the Commission within 60 days after it is filed with the Commission (subject to any bona fide Delay Period)its sole discretion, the Company will may pay to each Holdersuch liquidated damages, as liquidated damages and not as a penaltyif any, an amount equal to 1.0% of the aggregate purchase price for the Unsubscribed Shares paid by such Holder pursuant to Section 1.3 of the Purchase Agreement for each month or part thereof that such Resale Registration Statement has not been declared effective, payable in monthly installments. The payment of liquidated damages pursuant to this paragraph shall be made by the Company, at its option, either in cash or in Liquidated Damages Warrants having a value (such value to be determined as set forth below) equal to such liquidated damages. Such Liquidated Damages Warrants shall contain Common Stock valued at the same terms as average closing price of the Standby Commitment Fee Warrants except that they shall have an exercise period of one year from Common Stock for the date of actual issuance, and they shall have an exercise price (x) with respect to the first installment of Liquidated Damages Warrants, equal to the Average Share Price (as defined in the Purchase Agreement) on five trading days immediately preceding the date on which the Company first becomes obligated to pay delinquent under this Section 5(a); provided, however, if at such time the liquidated damages and (y) with respect to any subsequent installment of Liquidated Damages Warrants, Common Stock is not quoted on the first Business Day of OTC Bulletin Board or the month period for which such installment is issuable. The value of such Liquidated Damages Warrants shall be equal to their Black Scholes Warrant Value. Liquidated damages shall be deemed to commence accruing NASDAQ stock market or listed on the day on which the event triggering a national securities exchange, such liquidated damages occursmust be paid in cash. The Any liquidated damages to be paid to resulting from the Holders pursuant to this Section 2(a) shall cease to accrue (i) with respect to the liquidated damages for Company’s failure to have cause the Resale Registration Statement filed with the Commission on or prior to the fifth Business Day following the Closing, on the day that the Resale Registration Statement has been filed with the Commission or (ii) with respect to the liquidated damages for failure to have the Resale Registration Statement declared become effective on or prior before the Effectiveness Date shall be forever waived in the event such failure is due to a limitation on registration imposed by the sixtieth (60th) day after it is staff of the Securities and Exchange Commission pursuant to Rule 415 under the Securities Act. In such event, any Warrant Shares not included in the Registration Statement shall be included in a second registration statement filed with no sooner than six months from the Commissioneffective date of the Registration Statement, and the Company shall use reasonable best efforts to cause such second registration statement to become effective as soon as commercially practicable and shall maintain such second registration statement effective, at its expense, for a period commencing on the day that effective date thereof and ending on the Resale Registration Statement has been declared effective by the Commission. The parties hereto agree that the liquidated damages provided for in this Section 2(a) constitute a reasonable estimate earlier of the damages that will be suffered by second anniversary of such effective date and the Holders by reason of date when the failure of the Resale Registration Statement to be filed and/or to be declared effective, as the case may be, in accordance with this AgreementHolder has resold all Warrant Shares.

Registration Requirement. Subject The Company shall prepare and file a registration statement on Form S-3 (the "Registration Statement") registering the resale of all of the Registrable Securities from time-to-time pursuant to Rule 415 under the last sentence Securities Act in a timely manner such that such Registration Statement will become effective in accordance with the terms hereof. Following filing of this paragraphsuch Registration Statement, the Company shall prepare use its best efforts to cause such Registration Statement to become effective no later than the first anniversary of the date hereof. Notwithstanding the above, if the aggregate stock ownership of the persons listed on ANNEX B hereto declines by 25% or more on a fully diluted basis (an "Acceleration Event") prior to the first anniversary of the date hereof, the Company shall use its best efforts to promptly cause the Registration Statement to be declared effective, making it available for use by the Investors. If the Registration Statement has not been filed as of an Acceleration Event, the Company shall promptly and file with the Commission a Resale Registration Statement meeting the requirements of the Securities Act in any event within five thirty (530) Business Days following the Closing under the Purchase Agreement, days cause such filing to be made and will shall thereafter use its best efforts to cause the Resale Registration Statement to be declared effective by the Commission as soon as practicable thereafter and in any event not later than sixty (60) days after promptly. Once such filing. The Company's obligations to file a Resale Registration Statement and to have it declared effective within the time periods set forth in the first sentence of this Section 2(a) shall be subject to the Company's right to deliver to the Holders a Delay Notice pursuant to Section 2(e) hereof. If a Resale Registration Statement is not filed with the Commission within five (5) Business Days following the Closing under the Purchase Agreement (subject to any bona fide Delay Period), the Company will pay to each Holder, as liquidated damages and not as a penalty, an amount equal to 1.0% of the aggregate purchase price for the Unsubscribed Shares paid by such Holder pursuant to Section 1.3 of the Purchase Agreement for each month or part thereof that such Resale Registration Statement has not been filed, payable in monthly installments. If the Resale Registration Statement is not declared effective by the Commission within 60 days after it is filed with the Commission (subject to any bona fide Delay Period), the Company will pay to each Holder, as liquidated damages and not as a penalty, an amount equal to 1.0% of the aggregate purchase price for the Unsubscribed Shares paid by such Holder pursuant to Section 1.3 of the Purchase Agreement for each month or part thereof that such Resale Registration Statement has not been declared effective, payable in monthly installments. The payment of liquidated damages pursuant to this paragraph shall be made by the Company, at its option, either in cash or in Liquidated Damages Warrants having a value (such value to be determined as set forth below) equal to such liquidated damages. Such Liquidated Damages Warrants shall contain the same terms as the Standby Commitment Fee Warrants except that they shall have an exercise period of one year from the date of actual issuance, and they shall have an exercise price (x) with respect to the first installment of Liquidated Damages Warrants, equal to the Average Share Price (as defined in the Purchase Agreement) on the date on which the Company first becomes obligated to pay the liquidated damages and (y) with respect to any subsequent installment of Liquidated Damages Warrants, on the first Business Day of the month period for which such installment is issuable. The value of such Liquidated Damages Warrants shall be equal to their Black Scholes Warrant Value. Liquidated damages shall be deemed to commence accruing on the day on which the event triggering such liquidated damages occurs. The liquidated damages to be paid to the Holders pursuant to this Section 2(a) shall cease to accrue (i) with respect to the liquidated damages for failure to have the Resale Registration Statement filed with the Commission on or prior to the fifth Business Day following the Closing, on the day that the Resale Registration Statement has been filed with the Commission or (ii) with respect to the liquidated damages for failure to have the Resale Registration Statement declared effective on or prior to the sixtieth (60th) day after it is filed with the Commission, on the day that the Resale Registration Statement has been declared effective effective, the Company shall take all actions necessary, including the filing of amendments thereto or the filings of Form 8-K to report material events for incorporation by the Commission. The parties hereto agree reference therein, to maintain effectiveness of such Registration Statement so long as any securities constitute Registrable Securities provided that the liquidated damages provided for in this Section 2(a) constitute a reasonable estimate Company shall not be required to maintain effectiveness at any time after the first anniversary of the damages date hereof that will be suffered by the Holders by reason of the failure of the Resale fewer than 375,000 Registrable Securities remain outstanding. Such Registration Statement shall list all Investors as selling security holders therein and shall be amended as necessary from time-to-time to be filed and/or reflect transfers of Registrable Securities by Investors to be declared effective, third parties in such a manner that transfer restrictions and restrictive legends with respect to such Registrable Securities are maintained and the addition of such Holders as the case may be, in accordance with this Agreementselling stockholders thereunder.

Registration Requirement. Subject to the last sentence terms and limitations hereof, the parties hereto agree and acknowledge that the Company shall prepare and file a registration statement (the “Registration Statement”) on Form SB-2 or other appropriate registration document under the Securities Act of this paragraph1933, as amended (the “Act”) for resale of the Shares (the “Registrable Securities”) and shall use its reasonable best efforts to maintain the Registration Statement effective for a period of twenty-four (24) months at the Company’s expense (the “Effectiveness Period”). The Company shall file such Registration Statement no later than the tenth (10) day after the end of the six (6) month period that immediately follows the filing date of the Initial Registration Statement (the “Required Filing Date”), provided that if such day is not a Business Day, then the Required Filing Date shall be the next business day thereafter. The Company shall use reasonable best efforts to cause such Registration Statement to become effective within one hundred and twenty (120) days after the Required Filing Date or the actual filing date, whichever is earlier, or one hundred fifty (150) days after the Required Filing Date or the actual filing date, whichever is earlier, if the Registration Statement is subject to a full review by the SEC (the “Required Effectiveness Date”). If the Company fails to file the Registration Statement by the Required Filing Date or if the Registration Statement does not become effective on or before the Required Effectiveness Date due to the failure of the Company to fulfill its obligations hereunder, the Company shall prepare promptly and file with the Commission a Resale Registration Statement meeting the requirements of the Securities Act within five (5) Business Days following the Closing under the Purchase Agreement, and will use its best efforts be required to cause the Resale Registration Statement to be declared effective by the Commission as soon as practicable thereafter and in any event not later than sixty (60) days after such filing. The Company's obligations to file a Resale Registration Statement and to have it declared effective within the time periods set forth in the first sentence of this Section 2(a) shall be subject to the Company's right to deliver to the Holders a Delay Notice pursuant to Section 2(e) hereof. If a Resale Registration Statement is not filed with the Commission within five (5) Business Days following the Closing under the Purchase Agreement (subject to any bona fide Delay Period), the Company will pay to each Holderissue, as liquidated damages and not as a penaltydamages, an amount to each of the Holders shares (the “Penalty Shares”) equal to 1.0a total of 0.0333% of the aggregate purchase price for the Unsubscribed their respective Shares paid by such Holder pursuant to Section 1.3 of the Purchase Agreement for each month or part thereof calendar day that such Resale the Registration Statement has not been filed, payable in monthly installments. If the Resale Registration Statement is not filed or declared effective by the Commission within 60 days after it SEC (and until the Registration Statement is filed with the Commission (subject to any bona fide Delay Period), the Company will pay to each Holder, as liquidated damages and not as a penalty, an amount equal to 1.0% of the aggregate purchase price for the Unsubscribed Shares paid by such Holder pursuant to Section 1.3 of the Purchase Agreement for each month or part thereof that such Resale Registration Statement has not been declared effective, payable in monthly installments. The payment of liquidated damages pursuant to this paragraph shall be made by the Company, at its option, either in cash or in Liquidated Damages Warrants having a value (such value to be determined as set forth below) equal to such liquidated damages. Such Liquidated Damages Warrants shall contain the same terms as the Standby Commitment Fee Warrants except that they shall have an exercise period of one year from the date of actual issuance, and they shall have an exercise price (x) with respect to the first installment of Liquidated Damages Warrants, equal to the Average Share Price (as defined in the Purchase Agreement) on the date on which the Company first becomes obligated to pay the liquidated damages and (y) with respect to any subsequent installment of Liquidated Damages Warrants, on the first Business Day of the month period for which such installment is issuable. The value of such Liquidated Damages Warrants shall be equal to their Black Scholes Warrant Value. Liquidated damages shall be deemed to commence accruing on the day on which the event triggering such liquidated damages occurs. The liquidated damages to be paid to the Holders pursuant to this Section 2(a) shall cease to accrue (i) with respect to the liquidated damages for failure to have the Resale Registration Statement filed with the Commission on or prior to the fifth Business Day following the Closing, on the day that the Resale Registration Statement has been filed with the Commission or (ii) with respect to the liquidated damages for failure to have the Resale Registration Statement declared effective on or prior to the sixtieth (60th) day after it is filed with the Commission, on the day that the Resale Registration Statement has been declared effective by the Commission. The parties hereto agree that the liquidated damages provided for in this Section 2(a) constitute a reasonable estimate of the damages that will be suffered by the Holders by reason of the failure of the Resale Registration Statement to be filed and/or to be declared effectiveSEC), as the case may be, in accordance with this Agreementapplicable.