Common use of Registration Default Clause in Contracts

Registration Default. If (i) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (ii) after the Registration Statement has been declared effective by the Commission, sales of Registrable Securities cannot be made by a Holder under the Registration Statement for any reason not within the exclusive control of such Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)); provided, that the failure of the Registration Statement to remain effective after the two (2) year anniversary of its initial effective date thereof if at such time all of the Conversion Shares issued or issuable upon conversion of the Preferred Shares are freely saleable pursuant to Rule 144(k), shall not be a deemed to be a Registration Default hereunder, (iii) the Common Stock ceases to be listed on the Nasdaq National Market, the Nasdaq SmallCap Market or the New York Stock Exchange, (iv) the Company fails to submit a request for acceleration within the time frames required hereby, or (v) an amendment or supplement to the Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(k) below is not filed on or before the date required by such paragraph (each of the foregoing clauses (i), (ii), (iii), (iv) and (v) being referred to herein as a "Registration Default"), the Company shall make a cash payment to each Holder, for each thirty (30) day period or part thereof in which a Registration Default exists, equal to the product of (A) the Per Share Default Payment Amount times (B) the sum of (I) the number of Conversion Shares into which the Preferred Shares then held by such Holder are convertible at the Conversion Price then in effect plus (II) the number of Warrant Shares for which the Warrants then held by such Holder are exercisable at the Exercise Price then in effect, in each case without regard to any limitation on such conversion or exercise contained in the Articles of Amendment, the Warrants or any other Transaction Documents. Each such payment shall be made within five (5) Business Days following the last day of each calendar month in which a Registration Default existed. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Securities Purchase Agreement, the Articles of Amendment, or otherwise. Notwithstanding the foregoing, a Registration Default under clauses (ii), (iii) or (v) shall not be deemed to be a Fundamental Change (under and as defined in the Articles of Amendment) giving rise to a Mandatory Redemption right under the Articles of Amendment provided the Company has used its best efforts to prevent the occurrence of such Registration Default and continues after the occurrence thereof to use its best efforts to cure such Registration Default.

Registration Default. If (a) Cash payments ("Registration Penalties") shall accrue as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration Default"): (i) the Shelf Registration Statement required by this Agreement is not filed with the Commission on or before prior to ninety (90) days after the Filing Deadline or Merger Effective Date; (ii) the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or before prior to one hundred fifty (150) days after the Merger Effective Date; (iii) if not registered by the Shelf Registration DeadlineStatement, the Warrants and/or Warrant Shares are not registered under the 2006 Registration Statement, and any post-effective amendment thereto is not effective, within the time periods set forth in (i) and (ii) above; or (iv) if after the Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Warrants and/or Warrant Shares are registered thereunder) required by this Agreement has been declared effective by the Commission, sales of Registrable Securities cannot be made by a Holder under the Commission but (A) such Shelf Registration Statement for any reason not within (or the exclusive control of such Holder (other than such Registrable Securities as are then freely saleable pursuant post-effective amendment to Rule 144(k)); providedthe 2006 Registration Statement, that if the failure of the Registration Statement to remain effective after the two (2) year anniversary of its initial effective date thereof if at such time all of the Conversion Shares issued or issuable upon conversion of the Preferred Warrants and/or Warrant Shares are freely saleable pursuant to Rule 144(k), shall not be a deemed to be a Registration Default hereunder, (iiiregistered thereunder) the Common Stock thereafter ceases to be listed on the Nasdaq National Market, the Nasdaq SmallCap Market effective or the New York Stock Exchange, (iv) the Company fails to submit a request for acceleration within the time frames required hereby, or (v) an amendment or supplement to the Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(k) below is not filed on or before the date required by such paragraph (each of the foregoing clauses (i), (ii), (iii), (iv) and (v) being referred to herein as a "Registration Default"), the Company shall make a cash payment to each Holder, for each thirty (30) day period or part thereof in which a Registration Default exists, equal to the product of (A) the Per Share Default Payment Amount times (B) the sum of Shelf Registration Statement (I) or the number of Conversion Shares into which post-effective amendment to the Preferred Shares then held by such Holder are convertible at 2006 Registration Statement, if the Conversion Price then in effect plus (II) the number of Warrants and/or Warrant Shares for which are registered thereunder) or the related prospectus ceases to be usable in connection with resales of Registrable Securities during the period ending on the first anniversary of the Merger Effective Date (including, without limitation, because of a failure to keep such Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Warrants then held by and/or Warrant Shares are registered thereunder) effective, a failure to disclose such Holder are exercisable at information as is necessary for sales to be made pursuant to such Shelf Registration Statement (or the Exercise Price then in effectpost-effective amendment to the 2006 Registration Statement, in each case without regard to any limitation on such conversion or exercise contained in the Articles of Amendment, if the Warrants and/or Warrant Shares are registered thereunder) or any other Transaction Documentsa failure to register sufficient Registrable Securities). Each such payment shall be made within five (5) Business Days following of the last day of each calendar month in which foregoing will constitute a Registration Default existedwhatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. Any Registration Penalties shall accrue from and including the date on which any such payment Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of $0.0025 per Registrable Security which is the subject of the Registration Default. A Registration Default referred to in Section 3.3(a)(iv) hereof shall be deemed not to have occurred and be continuing in addition to any other remedies available to each Holder at law or in equity, whether pursuant relation to the terms hereofShelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Securities Purchase AgreementWarrants and/or Warrant Shares are registered thereunder) or the related prospectus if such Registration Default has occurred solely as a result of the filing of a post-effective amendment to the Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Articles Warrants and/or Warrant Shares are registered thereunder) to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus; provided, however, that in any case if the Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Warrants and/or Warrant Shares are registered thereunder) or the related prospectus shall not be usable for a continuous period in excess of Amendment, or otherwise. Notwithstanding the foregoing30 days, a Registration Default under clauses (ii), (iii) or (v) shall not be deemed to have occurred effective as of the first day the Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Warrants and/or Warrant Shares are registered thereunder) or the related prospectus shall cease to be a Fundamental Change (under usable and as defined the Registration Penalties shall be payable in accordance with the Articles of Amendment) giving rise above paragraph from such day that the Registration Default shall be deemed to a Mandatory Redemption right under the Articles of Amendment provided the Company has used its best efforts to prevent the occurrence of have occurred until such Registration Default is cured. (b) Any accrued and continues after unpaid amounts of Registration Penalties due pursuant to Section 3.3(a) will be payable on the occurrence thereof due date of the Company's next following quarterly or annual report (whichever may first occur) to use its best efforts the Commission pursuant to cure the Exchange Act. The amount of the Registration Penalties will be determined by multiplying $0.0025 by the number of outstanding Registrable Securities subject to the Registration Default, and further multiplied by a fraction, the numerator of which is the number of days such Registration DefaultDefault was applicable during such period, and the denominator of which is 90.

Registration Default. If (ia) Additional dividends (the Registration Statement is not filed on or before “Additional Dividends”) with respect to the Filing Deadline or declared effective by Series A Preferred Stock shall accrue in accordance with the Commission on or before Certificate of Designations relating to such Series A Preferred Stock and additional interest (the Registration Deadline, (ii“Additional Interest”) after with respect to the Registration Statement has been declared effective by Notes shall accrue in accordance with its terms if any of the Commission, sales of following events occur during such time as there are Registrable Securities cannot be made by a Holder under the Registration Statement for any reason not within the exclusive control of such Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)); provided, that the failure of the Registration Statement to remain effective after the two (2) year anniversary of its initial effective date thereof if at such time all of the Conversion Shares issued or issuable upon conversion of the Series A Preferred Shares are freely saleable pursuant to Rule 144(k), shall Stock or the Notes (each such event in clauses (i) through (iii) below being hereinafter called a “Registration Default”): (i) the Shelf Registration Statement has not be a deemed to be a been filed with the SEC on or before the 90th calendar day following the Closing Date; (ii) the Shelf Registration Default hereunder, Statement has not been declared effective by the SEC on or before the 180th calendar day after the date of filing of the Shelf Registration Statement; or (iii) the Common Stock Shelf Registration Statement is declared effective by the SEC but the Shelf Registration Statement thereafter ceases to be listed on the Nasdaq National Marketeffective at any time during which Registrable Securities are outstanding. (b) If a Registration Default exists and is continuing, the Nasdaq SmallCap Market or the New York Stock Exchange, and either (ivi) the Company fails to submit a request for acceleration within Shelf Registration Statement has not been declared effective by the time frames required hereby, or (v) an amendment or supplement to the Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(k) below is not filed SEC on or before the date required 365th calendar day after the Closing Date or (ii) the Shelf Registration Statement is declared effective by the SEC but the Shelf Registration Statement thereafter ceases to be effective and such paragraph (each failure to be effective continues for a period of 90 consecutive calendar days, or more than 120 days in any 365 day period, the holders of the foregoing clauses Series A Preferred Stock and the Notes shall have the right on such 365th or 91st or 121st day, as the case may be, to require the Company to redeem the outstanding shares of Series A Preferred Stock in accordance the Certificate of Designations relating to such Series A Preferred Stock or the Notes in accordance with its terms (the “Registration Default Redemption Right”). (c) Any Registration Default shall cease to continue, and all Additional Dividends and Additional Interest shall cease to accrue and the Registration Default Redemption Right shall cease be exercisable, upon the earlier of (i), (ii), (iii), (iv) and (v) being referred to herein as a "Registration Default"), the Company shall make a cash payment to each Holder, for each thirty (30) day period or part thereof in which a Registration Default exists, equal to the product of (A) the Per Share Default Payment Amount times (B) the sum of (I) the number of Conversion Shares into date on which the Preferred Shares then held by such Holder are convertible at the Conversion Price then in effect plus (II) the number of Warrant Shares for which the Warrants then held by such Holder are exercisable at the Exercise Price then in effect, in each case without regard to any limitation on such conversion or exercise contained in the Articles of Amendment, the Warrants or any other Transaction Documents. Each such payment shall be made within five (5) Business Days following the last day of each calendar month in which a Registration Default existed. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Securities Purchase Agreement, the Articles of Amendment, or otherwise. Notwithstanding the foregoing, a Registration Default under clauses (ii), (iii) or (v) shall not be deemed to be a Fundamental Change (under and as defined in the Articles of Amendment) giving rise to a Mandatory Redemption right under the Articles of Amendment provided the Company has used its best efforts to prevent the occurrence of such Registration Default and continues after is cured or (ii) such date on which there are no longer any Registrable Securities issued or issuable upon conversion of the occurrence thereof to use its best efforts to cure such Registration DefaultSeries A Preferred Stock or Notes, as applicable.

Registration Default. If Subject to Section 6(a) hereof, if the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 1(a) is not (i) filed with the Registration Statement is not filed on or before Commission by the Filing Deadline (a "Filing Default"), or (ii) declared effective by the Commission on or before within 90 days after the Registration Deadlinedate of the Closing (or, (ii) after if the Registration Statement has been declared effective is reviewed by the Commission, sales of Registrable Securities cannot be made by a Holder under within 120 days after the Registration Statement for any reason not within the exclusive control of such Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)); provided, that the failure date of the Registration Statement to remain effective after Closing) (the two "Effectiveness Deadline") (2) year anniversary of its initial effective date thereof if at such time all of the Conversion Shares issued or issuable upon conversion of the Preferred Shares are freely saleable pursuant to Rule 144(k), shall not be a deemed to be a Registration Default hereunder, (iii) the Common Stock ceases to be listed on the Nasdaq National Market, the Nasdaq SmallCap Market or the New York Stock Exchange, (iv) the Company fails to submit a request for acceleration within the time frames required hereby, or (v) an amendment or supplement to the Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(k) below is not filed on or before the date required by such paragraph ("Effectiveness Default"; each of the foregoing clauses (i), (ii), (iii), (iv) a Filing Default and (v) an Effectiveness Default being referred to herein as a "Registration Default"), then, as the exclusive remedy in respect of such Registration Default, the Company shall make pay, as liquidated damages and not as a cash payment penalty, to the Purchasers (pro rata to each HolderPurchaser, for based upon the number of Registrable Securities held by each thirty (30Purchaser on the date payment is due) day period or part thereof in which a Registration Default exists, an amount equal to the product of Applicable Default Percentage (Adefined below) multiplied by the Per Share Default Payment Amount times aggregate Purchase Price (B) the sum of (I) the number of Conversion Shares into which the Preferred Shares then held by such Holder are convertible at the Conversion Price then in effect plus (II) the number of Warrant Shares for which the Warrants then held by such Holder are exercisable at the Exercise Price then in effect, in each case without regard to any limitation on such conversion or exercise contained in the Articles of Amendment, the Warrants or any other Transaction Documents. Each such payment shall be made within five (5) Business Days following the last day of each calendar month in which a Registration Default existed. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Securities Purchase Agreement, the Articles of Amendment, or otherwise. Notwithstanding the foregoing, a Registration Default under clauses (ii), (iii) or (v) shall not be deemed to be a Fundamental Change (under and as defined in the Articles of AmendmentSecurities Purchase Agreement ) giving rise to a Mandatory Redemption right under paid for the Articles of Amendment provided Preferred Shares for every 30 calendar days following the Filing Deadline or Effectiveness Deadline, as the case may be, that the Registration Statement is not filed or declared effective, as the case may be (the "Payment Amount"). Such amount shall be paid by the Company to the Purchasers within three days after each Computation Date. As used in this Section 1(d), "Computation Date" means the date which is 30 days after the date of the Registration Default and, if the Registration Statement to be filed by the Company pursuant to Section 1(a) has used its best efforts to prevent not theretofore been filed with the occurrence of Commission or declared effective by the Commission, as the case may be, each date which is 30 days after the previous Computation Date, until such Registration Default and continues Statement is so filed or declared effective, as the case may be. Within three days after the occurrence thereof Registration Statement is filed with the Commission, in the case of a Filing Default, or within three days after the Registration Statement is declared effective by the Commission, in the case of an Effectiveness Default, the Company shall pay to use its best efforts the Purchasers (pro rata to cure such each Purchaser, based upon the number of Registrable Securities held by each Purchaser at the time payment is due) a pro rata portion of the Payment Amount, based on the number of days between the, as applicable, date of the Registration DefaultDefault or last Computation Date. For the avoidance of doubt, (x) the Company shall not pay under this Section 1(d) in respect of any 30-day period and in respect of all Registration Defaults more than an amount equal to the Applicable Default Percentage multiplied by the aggregate Purchase Price ; and (y) if a Filing Default occurs and the Registration Statement is subsequently filed with the Commission, then no Payment Amount shall be payable in respect of the period following filing of the Registration Statement with the Commission, unless the Registration Statement is not declared effective by the Commission prior to the Effectiveness Deadline. As used herein, the term "Applicable Default Percentage" means, prior to one hundred and fifty (150) days following the Closing Date, one percent (1%) and, thereafter, two percent (2%).

Registration Default. If In the event that (i) the registration statement to be filed by the Company pursuant to this Section 2 is not filed with the SEC within forty-five (45) days from receipt of the Demand Notice, (ii) such Registration Statement is not filed on or before the Filing Deadline or declared effective by the SEC within the earlier of one hundred twenty (120) days from receipt of the Demand Notice or five (5) days of clearance by the Commission on to request effectiveness or before the Registration Deadline, (iiiii) after the such Registration Statement has been declared is not maintained as effective by the Commission, sales of Registrable Securities cannot be made by a Holder under Company for the Registration Statement for any reason not within the exclusive control of such Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)); provided, that the failure of the Registration Statement to remain effective after the two (2period set forth in Section 2(c) year anniversary of its initial effective date thereof if at such time all of the Conversion Shares issued or issuable upon conversion of the Preferred Shares are freely saleable pursuant to Rule 144(k), shall not be a deemed to be a Registration Default hereunder, (iii) the Common Stock ceases to be listed on the Nasdaq National Market, the Nasdaq SmallCap Market or the New York Stock Exchange, (iv) the Company fails to submit a request for acceleration within the time frames required hereby, or (v) an amendment or supplement to the Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(k) below is not filed on or before the date required by such paragraph above (each of the foregoing clauses (i), (ii), (iii), (iv) and (v) being referred to herein as a "Registration Default"), ) then the Company shall make will pay Holder (pro rated on a daily basis) in cash payment to each or, at the option of the Holder, in Common Stock based upon the closing price on the trading day prior to the date of payment, as liquidated damages for such failure and not as a penalty, two percent (2%) of the aggregate market value of common stock registered for each thirty (30) day period days thereafter until such Registration Statement has been filed or part thereof in which a Registration Default existsdeclared effective, equal to as the product case may be. Such payment of (A) the Per Share Default Payment Amount times (B) the sum of (I) the number of Conversion Shares into which the Preferred Shares then held by such Holder are convertible at the Conversion Price then in effect plus (II) the number of Warrant Shares for which the Warrants then held by such Holder are exercisable at the Exercise Price then in effect, in each case without regard to any limitation on such conversion or exercise contained in the Articles of Amendment, the Warrants or any other Transaction Documents. Each such payment liquidated damages shall be made to the Holders in cash, within five (5) Business Days following calendar days of demand, provided, however, that the last day payment of each calendar month such liquidated damages shall not relieve the Company from its obligations to register the Registrable Securities pursuant to this Section. Notwithstanding anything to the contrary contained herein, a failure to maintain the effectiveness of a filed registration statement or the ability of a Holder to use an otherwise effective registration statement to effect resales of Registrable Securities during the period after forty-five (45) days and within ninety (90) days from the end of the Company's fiscal year resulting solely from the need to update the Company's audited financial statements contained or incorporated by reference in which such registration statement shall not constitute a Registration Default existedand shall not trigger the accrual of liquidated damages hereunder. Any such If the Company does not remit the payment shall be to the Holders as set forth above, the Company will pay the Holders reasonable costs of collection, including attorneys' fees, in addition to any other remedies available to each Holder at law or in equity, whether the liquidated damages. The registration of the Registrable Securities pursuant to the terms hereof, the Securities Purchase Agreement, the Articles of Amendment, or otherwise. Notwithstanding the foregoing, a Registration Default under clauses (ii), (iii) or (v) this provision shall not be deemed to be a Fundamental Change (under and affect or limit the Holders' other rights or remedies as defined set forth in the Articles of Amendment) giving rise to a Mandatory Redemption right under the Articles of Amendment provided the Company has used its best efforts to prevent the occurrence of such Registration Default and continues after the occurrence thereof to use its best efforts to cure such Registration Defaultthis Agreement.

Registration Default. If The parties hereto agree that the Holder of Registrable Securities will suffer damages and that it would not be feasible to ascertain the extent of such damages with precision, if: (i) the Registration Statement is not filed Company has failed to perform its obligation, set forth in the first sentence of Section 2.1(a) hereof, on or before prior to the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, ; (ii) after the a Shelf Registration Statement has not been declared effective by the Commission, sales of Registrable Securities cannot be made by a Holder under the Registration Statement for any reason not within Securities Act on or prior to the exclusive control of such Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k))Effectiveness Deadline; provided, that the failure of the Registration Statement to remain effective after the two (2) year anniversary of its initial effective date thereof if at such time all of the Conversion Shares issued or issuable upon conversion of the Preferred Shares are freely saleable pursuant to Rule 144(k), shall not be a deemed to be a Registration Default hereunder, or (iii) the Common Stock ceases to be listed on the Nasdaq National Marketexcept for a Suspension Period as permitted in Section 2.1(b) hereof, the Nasdaq SmallCap Market or Company has failed to maintain the New York Stock Exchange, (iv) effectiveness of the Company fails to submit a request for acceleration within the time frames required hereby, or (v) an amendment or supplement to the Shelf Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(k) below is not filed on or before the date required by such paragraph (each Statement Each event described in any of the foregoing clauses (i), (ii), ) through (iii), (iv) and (v) being is individually referred to herein as a "“Registration Default".” For purposes of this Agreement, each Registration Default set forth above shall begin and end on the dates set forth in the table set forth below: (i) Filing Deadline the date a Registration Statement is filed (ii) Effectiveness Deadline the date a Registration Statement becomes effective under the Securities Act or the Registration Period ends (iii) Non-effectiveness of the Shelf Registration Statement, absent allowable Suspension Period the date a Registration Statement becomes effective under the Securities Act or the Registration Period ends Commencing on (and including) any date that a Registration Default has begun and ending on (but excluding) the next date on which there are no Registration Defaults that have occurred and are continuing (a “Registration Default Period”), the Company shall make a cash payment be required to pay to the Holder of Registrable Securities in respect of each Holder, for each thirty (30) day period or part thereof month in which a the Registration Default exists, Period an amount equal to one-half of one percent (1/2%) of the product aggregate market value of (A) the Per Share Default Payment Amount times (B) the sum of (I) the number of Conversion Shares into which the Preferred Shares then Registrable Securities held by such Holder are convertible (the “Default Payment”), payable in cash. Payment shall be due at the Conversion Price then in effect plus (II) the number of Warrant Shares for which the Warrants then held by such Holder are exercisable at the Exercise Price then in effect, in each case without regard to any limitation on such conversion or exercise contained in the Articles of Amendment, the Warrants or any other Transaction Documents. Each such payment shall be made within five (5) Business Days following the last day end of each calendar month in during the Registration Default Period, with a pro rated portion of the payment being due for any portion of a month during which there is a Registration Default existedPeriod. Any such payment For the purposes of this section, the “aggregate market value” shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to determined by the terms hereof, volume-weighted 20-day average trading price of the Securities Purchase Agreement, Common Stock as quoted on the Articles primary trading market (as determined by the monthly average volume of Amendment, or otherwise. Notwithstanding the foregoing, a Registration Default under clauses (ii), (iii) or (v) shall not be deemed to be a Fundamental Change (under and as defined trading in the Articles of AmendmentCommon Stock) giving rise to for the Common Stock on the date ten (10) days before payment is due (if such date is a Mandatory Redemption right under day on which the Articles of Amendment provided primary trading market is closed, then the Company has used its best efforts to prevent date shall be the occurrence of such Registration Default and continues after next trading day on which the occurrence thereof to use its best efforts to cure such Registration Defaultprimary trading market is open).

Registration Default. If The Company further agrees that, in the event that (a) the First or Second Registration Statements (i) have not been filed with the Registration Statement is not filed on SEC within 60 days after the First or before the Filing Deadline or declared effective by the Commission on or before the Registration DeadlineSecond Closing Date, respectively, (ii) after the Registration Statement has have not been declared effective by the CommissionSEC by the First or Second Required Effectiveness Dates, sales respectively, or (iii) after either of the First or Second Registration Statements are declared effective by the SEC, either or both are suspended by the Company or cease to remain continuously effective at all times during the Registration Period as to all applicable Registrable Securities cannot for which such Registration Statement is required to be made effective, other than, in each case, within the time period(s) permitted by Section 6.7(b), or (b) the Company has failed to perform its obligations set forth in Section 6.4 within the time periods required therein (each such event referred to in clauses (a)(i), (ii) and (iii) and clause (b), a Holder under “Registration Default”), for all or part of one or more thirty-day periods (each a “Penalty Period”) during which the Registration Statement for any reason not within Default remains uncured, the exclusive control Company shall pay to each Purchaser 1% of such Holder Purchaser’s aggregate purchase price of its Securities for each Penalty Period (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k))or partial Penalty Period) during which the Registration Default remains uncured; provided, however, that if the failure primary cause of the Registration Statement to remain effective after the two (2) year anniversary of its initial effective date thereof if at such time all of the Conversion Shares issued or issuable upon conversion of the Preferred Shares are freely saleable pursuant to Rule 144(k), shall not be a deemed to be a Registration Default hereunder, (iii) is a Purchaser’s failure to provide the Common Stock ceases Company with any information that is required to be listed on provided in the Nasdaq National Marketapplicable Registration Statement with respect to -14- such Purchaser as set forth herein, then the Nasdaq SmallCap Market or commencement of the New York Stock ExchangePenalty Period described above shall be extended until two Business Days following the date of receipt by the Company of such required information; and provided, (iv) further, that in no event shall the Company be required hereunder to pay to any Purchaser pursuant to this Agreement an aggregate amount that exceeds 10% of the aggregate First Closing Purchase Price and, if applicable, Second Closing Purchase Price paid by such Purchaser for such Purchaser’s Securities. The Company shall deliver said cash payment to the Purchaser by the fifth Business Day after the end of each such Penalty Period. If the Company fails to submit a request for acceleration within the time frames required hereby, or (v) an amendment or supplement pay said cash payment to the Registration Statement, or a new registration statement, required to be filed pursuant to Purchasers in full by the terms fifth Business Day after the end of paragraph 4(k) below is not filed on or before the date required by such paragraph (each of the foregoing clauses (i), (ii), (iii), (iv) and (v) being referred to herein as a "Registration Default")Penalty Period, the Company shall make will pay interest thereon at a cash payment rate of 12% per annum (or such lesser maximum amount that is permitted to each Holder, for each thirty (30be paid by applicable law) day period or part thereof in which a Registration Default exists, equal to the product of (A) Purchasers, accruing daily from the Per Share Default Payment Amount times (B) the sum of (I) the number of Conversion Shares into which the Preferred Shares then held date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The cash payments provided by such Holder are convertible at the Conversion Price then in effect plus (II) the number of Warrant Shares for which the Warrants then held by such Holder are exercisable at the Exercise Price then in effect, in each case without regard to any limitation on such conversion or exercise contained in the Articles of Amendment, the Warrants or any other Transaction Documents. Each such payment shall be made within five (5) Business Days following the last day of each calendar month in which a Registration Default existed. Any such payment this Section 6.3 shall be in addition to any to, and not in lieu of, such other remedies available to damages as each Holder at law or Purchaser may establish in equity, whether pursuant to the terms hereof, the Securities Purchase Agreement, the Articles of Amendment, or otherwise. Notwithstanding the foregoing, a Registration Default under clauses (ii), (iii) or (v) shall not be deemed to be a Fundamental Change (under and as defined in the Articles of Amendment) giving rise to a Mandatory Redemption right under the Articles of Amendment provided the Company has used its best efforts to prevent the occurrence of such Registration Default and continues after the occurrence thereof to use its best efforts to cure such connection with each Registration Default.

Registration Default. (a) If (i) the Shelf Registration Statement is has not filed been declared effective on or before 5:00 p.m. eastern time on the Filing Deadline or declared effective Effective Date and there are as of such date any outstanding Registrable Securities, the Company shall become obligated to pay to each Investor who continues to hold Registrable Securities on the Effective Date a cash payment equal to one percent (1%) of the last reported sales price of one Common Share on the trading day immediately preceding the Closing Date, as reported by the Commission on or before Nasdaq Stock Market (the Registration Deadline"Last Reported Sales Price"), (ii) after multiplied by the number of Registrable Securities held by such Investor as of the Effective Date. In addition, until the Shelf Registration Statement has been declared effective by the Commission, sales of Registrable Securities cannot be made by a Holder under the Registration Statement for any reason not within the exclusive control of such Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)); provided, that the failure of the Registration Statement to remain effective after the two (2) year anniversary of its initial effective date thereof if at such time all of the Conversion Shares issued or issuable upon conversion of the Preferred Shares are freely saleable pursuant to Rule 144(k), shall not be a deemed to be a Registration Default hereunder, (iii) the Common Stock ceases to be listed on the Nasdaq National Market, the Nasdaq SmallCap Market or the New York Stock Exchange, (iv) the Company fails to submit a request for acceleration within the time frames required hereby, or (v) an amendment or supplement to the Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(k) below is not filed on or before the date required by such paragraph (each of the foregoing clauses (i), (ii), (iii), (iv) and (v) being referred to herein as a "Registration Default")effective, the Company shall make become obligated to pay to each Investor who continues to hold Registrable Securities on the first day of each calendar month after the Effective Date (each a "Subsequent Computation Date") a cash payment to each Holder, for each thirty (30) day period or part thereof in which a Registration Default exists, equal to one percent (1%) of the product of (A) the Per Share Default Payment Amount times (B) the sum of (I) Last Reported Sales Price multiplied by the number of Conversion Shares into which the Preferred Shares then Registrable Securities held by such Holder Investor as of such Subsequent Computation Date. (b) If the Company exceeds the Maximum Blackout Periods permitted under this Agreement and there are convertible at then outstanding any Registrable Securities included on the Conversion Shelf Registration Statement, the Company shall become obligated to pay to each Investor who continues to hold Registrable Securities included on the Shelf Registration Statement on the date that the Maximum Blackout Periods are exceeded (the "First Blackout Penalty Date") a cash payment equal to one percent (1%) of the Last Reported Sales Price then in effect plus (II) multiplied by the number of Warrant Shares for which the Warrants then any such Registrable Securities held by such Holder are exercisable at Investor as of such First Blackout Penalty Date. In addition, until use of the Exercise Price then in effectprospectus contained within the Shelf Registration Statement is no longer suspended pursuant to such Blackout Period, in the Company shall become obligated to pay to each case without regard Investor who continues to any limitation on such conversion or exercise contained hold Registrable Securities included in the Articles Shelf Registration Statement on the first day of Amendment, each calendar month after the Warrants or any other Transaction Documents. Each First Blackout Penalty Date (each a "Subsequent Blackout Penalty Date") a cash payment equal to one percent (1%) of the Last Reported Sales Price multiplied by the number of such payment remaining Registrable Securities held by such Investor as of such Subsequent Blackout Penalty Date. (c) All payments made under this Section 8 shall be made within five (5) Business Days following business days after the last day Effective Date, the First Blackout Penalty Date, or the relevant Subsequent Computation Date or Subsequent Blackout Penalty Date, as the case may be, and shall be deemed and considered for all purposes to be liquidated damages and not a penalty. As expressed in Section 20 of this Agreement, it is agreed that the payments made to each calendar month in which a Registration Default existed. Any Investor under this Section 8 shall not constitute such payment Investor's exclusive remedy, and such payments shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Securities Purchase Agreement, the Articles of Amendment, or otherwise. Notwithstanding the foregoing, a Registration Default such Investor under clauses (ii), (iii) or (v) shall not be deemed to be a Fundamental Change (under and as defined in the Articles of Amendment) giving rise to a Mandatory Redemption right under the Articles of Amendment provided the Company has used its best efforts to prevent the occurrence of such Registration Default and continues after the occurrence thereof to use its best efforts to cure such Registration Defaultapplicable law.

Registration Default. If any of the following events shall occur (ieach, a “Registration Default”), then the Company shall pay Registration Default Dividends (as defined in the Series B Certificate of Designations) to the Investors as contemplated in the Series B Certificate of Designations: (a) if a Resale Shelf Registration Statement is not filed with the SEC on or before prior to the Filing Deadline or date that is 120 days after the date hereof; (b) if a Resale Shelf Registration Statement is filed but not declared effective by the Commission SEC (or has not become effective in the case of an automatic shelf registration statement) on or before prior to the Registration Deadline, (ii) date that is 180 days after the date hereof; or (c) if a Shelf Registration Statement has been declared or become effective but ceases to be effective or usable for the offer and sale of the Registrable Securities (without being succeeded immediately by an effective replacement registration statement), or the Commission, sales Shelf Registration or prospectus contained therein ceases to be usable in connection with the resales of Registrable Securities cannot be made by for a Holder period of time which exceeds one hundred and twenty (120) days in the aggregate in any consecutive 12-month period because of a suspension under the Registration Statement for any reason not within the exclusive control of Section 3.04 or otherwise; provided that, no such Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)); provided, that the failure of the Registration Statement to remain effective after the two (2) year anniversary of its initial effective date thereof if at such time all of the Conversion Shares issued or issuable upon conversion of the Preferred Shares are freely saleable pursuant to Rule 144(k), shall not be a deemed to be a Registration Default hereunder, (iiiDividends shall accrue under this Section 3.12(c) if the Common Stock registration statement ceases to be listed on effective or usable for the Nasdaq National Marketoffer, the Nasdaq SmallCap Market or the New York Stock Exchange, (iv) the Company fails sale and resale of Registrable Securities solely as a result of requirement to submit file a request for acceleration within the time frames required hereby, or (v) an post-effective amendment or supplement to the Registration Statement, or a new registration statement, required prospectus to be filed pursuant make changes to the terms information regarding selling securityholders or the plan of distribution provided for therein; provided further, however, that (i) upon the filing of the Resale Shelf Registration Statement (in the case of paragraph 4(k(a) below is not filed on or before the date required by such paragraph (each of the foregoing clauses (iabove), (ii) upon the effectiveness of the Resale Shelf Registration Statement (in the case of paragraph (b) above), or (iii) upon such time as the Shelf Registration which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of paragraph (c) above), the Registration Default Dividends shall cease to accrue. Commencing on the date any such Registration Default occurs, Registration Default Dividends shall accrue on the Stated Value (ivas defined in the Series B Certificate of Designations) of the Series B Preferred Stock, (i) at a rate of 0.25% per annum for the first 90 days from and including the date such Registration Default occurs and (ii) 0.50% per annum thereafter. Registration Default Dividends shall cease to accrue when, (i) with respect to paragraph (a) above, the relevant filing is made and (ii) with respect to paragraphs (b) and (vc) being referred above, the relevant registration statement becomes effective. Any amounts of Registration Default Dividends due pursuant to herein this Section 3.12 will be payable in cash on the next succeeding dividend payment date with respect to Preferred Dividends (as a "defined in the Series B Certificate of Designations) to Investors entitled to receive such Registration Default")Default Dividends on the relevant dividend payment date for the payment of Preferred Dividends. If any share of Series B Preferred Stock ceases to be outstanding during any period for which Registration Default Dividends is accruing, the Company will prorate the Registration Default Dividends payable with respect to such share. Upon the cure of all Registration Defaults then continuing, the accrual of Registration Default Dividends will automatically cease and the dividend rate borne by the Series B Preferred Stock will revert to the dividend rate otherwise in effect at such time. If Registration Default Dividends would be payable because more than one Registration Default occurs, the Company shall make a cash payment only be obligated to each Holderpay Registration Default Dividends in an amount not exceeding 0.50% per annum. Other than the Company’s obligation to pay Registration Default Dividends in accordance with this Section 3.12, the Company will not have any liability for each thirty (30) day period or part thereof in which damages with respect to a Registration Default exists, equal to the product of (A) the Per Share Default Payment Amount times (B) the sum of (I) the number of Conversion Shares into which the Preferred Shares then held by such Holder are convertible at the Conversion Price then in effect plus (II) the number of Warrant Shares for which the Warrants then held by such Holder are exercisable at the Exercise Price then in effect, in each case without regard to any limitation Default. ARTICLE IV Limitations on such conversion or exercise contained in the Articles of Amendment, the Warrants or any other Transaction Documents. Each such payment shall be made within five (5) Business Days following the last day of each calendar month in which a Registration Default existed. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Securities Purchase Agreement, the Articles of Amendment, or otherwise. Notwithstanding the foregoing, a Registration Default under clauses (ii), (iii) or (v) shall not be deemed to be a Fundamental Change (under and as defined in the Articles of Amendment) giving rise to a Mandatory Redemption right under the Articles of Amendment provided the Company has used its best efforts to prevent the occurrence of such Registration Default and continues after the occurrence thereof to use its best efforts to cure such Registration Default.Transfers

Registration Default. If (i) the a Resale Shelf Registration Statement is not filed with the SEC on or before prior to the Filing Deadline date that is one year after the date hereof or is not declared effective by the Commission on SEC as promptly as reasonably possible thereafter (but in any event not later than 60 days after filing), or before the Registration Deadline, (ii) after the any post-effective amendment or supplement to such Resale Shelf Registration Statement has been that is required to be filed and made effective is not filed and declared effective by the CommissionSEC in accordance with Section 2.01(a)(ii), sales Section 2.01(c) or Section 2.01(e), or (ii) if a Shelf Registration has been declared or become effective but ceases to be effective or usable for the offer and sale of the Registrable Securities (without being succeeded immediately by an effective replacement registration statement), or the Shelf Registration or prospectus contained therein ceases to be usable in connection with the resales of Registrable Securities cannot be made by for a Holder period of time which exceeds sixty (60) days in the aggregate in any consecutive 12-month period because of a suspension under the Registration Statement for any reason not within the exclusive control Section 2.04, interruption under Section 2.03(b) or otherwise (each of such Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)); provided, that the failure of the Registration Statement to remain effective after the two i) or (2) year anniversary of its initial effective date thereof if at such time all of the Conversion Shares issued or issuable upon conversion of the Preferred Shares are freely saleable pursuant to Rule 144(kii), shall not be a deemed to be a “Registration Default hereunderDefault”) (provided that, (iii) if the Common Stock registration statement ceases to be listed on effective or usable for the Nasdaq National Marketoffer, the Nasdaq SmallCap Market or the New York Stock Exchange, sale and resale of Registrable Securities under clause (ivii) the Company fails solely as a result of requirement to submit file a request for acceleration within the time frames required hereby, or (v) an post-effective amendment or supplement to the Registration Statement, or a new registration statement, required prospectus to be filed pursuant make changes to the terms information regarding selling securityholders or the plan of paragraph 4(k) below is not filed on or before distribution provided for therein at the date required by such paragraph (each request of the foregoing clauses (i), (ii), (iii), (iv) and (v) being referred to herein as a "Registration Default"), the Company shall make a cash payment to each any Holder, for each thirty (30) day period or part thereof in which such default shall not constitute a Registration Default existswith respect to such Holder), equal to then, as partial relief for the product of (A) the Per Share Default Payment Amount times (B) the sum of (I) the number of Conversion Shares into which the Preferred Shares then held by such Holder are convertible at the Conversion Price then in effect plus (II) the number of Warrant Shares for which the Warrants then held by such Holder are exercisable at the Exercise Price then in effect, in each case without regard damages to any limitation on Holder by reason of any such conversion delay in or exercise contained in reduction of its ability to sell the Articles underlying shares of Amendment, the Warrants or any other Transaction Documents. Each such payment Common Stock (which remedy shall not be made within five (5) Business Days following the last day exclusive of each calendar month in which a Registration Default existed. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant including, without limitation, specific performance or the additional obligation of the Company to the terms hereofregister any Common Stock), the Company shall pay to each Holder of Registrable Securities Purchase Agreement, relating to such Resale Shelf Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the Articles aggregate purchase price of Amendment, or otherwise. Notwithstanding the foregoing, Registrable Securities included in such Resale Shelf Registration Statement on each of the following dates: (i) the day of a Registration Default under clauses and (ii), ) on the thirtieth day after the date of a Registration Default and every thirtieth day thereafter (iiipro-rated for periods totaling less than thirty days) until such Registration Default is cured. The payments to which a Holder shall be entitled pursuant to this Section 2.12 are referred to herein as “Registration Default Payments.” In no event shall the aggregate amount of all Registration Default Payments payable to a Holder exceed seven and one-half percent (7.5%) of the aggregate purchase price of the Registrable Securities included in such Resale Shelf Registration Statement. Registration Default Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or (v) shall not be deemed to be a Fundamental Change (under and as defined in the Articles of Amendment) failure giving rise to a Mandatory Redemption right under the Articles of Amendment provided Registration Default Payments is cured. In the event the Company has used its best efforts fails to prevent the occurrence of make Registration Default Payments in a timely manner, such Registration Default Payments shall bear interest at the rate of one and continues after the occurrence thereof to use its best efforts to cure such Registration Defaultone-half percent (1.5%) per month (prorated for partial months) until paid in full.

Registration Default. If The parties hereto agree that the Holders will suffer damages if the Company fails to fulfill its obligations under this Section 2.1 and that, in such case, it would not be feasible to ascertain the extent of such damages with precision. Accordingly, subject to Section 2.1(b), if: (i) the Company does not file a Registration Statement is not filed covering all the Registrable Securities on or before the Filing Deadline or Deadline; (ii) such Registration Statement is not declared effective by the Commission on or before the Registration Effectiveness Deadline, (ii) after the Registration Statement has been declared effective by the Commission, sales of Registrable Securities cannot be made by a Holder under the Registration Statement for any reason not within the exclusive control of such Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)); provided, that the failure of the Registration Statement to remain effective after the two (2) year anniversary of its initial effective date thereof if at such time all of the Conversion Shares issued or issuable upon conversion of the Preferred Shares are freely saleable pursuant to Rule 144(k), shall not be a deemed to be a Registration Default hereunder, ; (iii) the Common Stock ceases to be listed on the Nasdaq National Market, the Nasdaq SmallCap Market or the New York Stock Exchange, Company extends any Suspension Period (as defined below) beyond forty-five (45) days during any consecutive one hundred eighty (180) day period; or (iv) a Registration Statement is filed and declared effective but, during the Company fails applicable Effectiveness Period, a Registration Statement is not effective for any reason or the Prospectus contained therein is not available for use for any reason, in each case other than due to submit a request Suspension Period as provided in Section 2.3(c), for acceleration its intended purpose without such disability being cured within the time frames required herebyten (10) Business Days by an effective post-effective amendment to such Registration Statement, or (v) an amendment or a supplement to the Registration StatementProspectus, or a new registration statement, required to be report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the terms Exchange Act that cures such failure or the effectiveness of paragraph 4(k) below is not filed on or before the date required by such paragraph Registration Statement; (each of the such event referred to in foregoing clauses (i) through (iv), (iia “Registration Default”), (iii)then for so long as any Convertible Notes, (iv) Series 1 Preferred Stock or Registrable Securities are outstanding, in such event as partial relief for the damages to any Holder by reason of any such delay in or reduction of its ability to sell any Registrable Securities and (v) being referred to herein not as a "Registration Default"penalty (which remedy will not be exclusive of any other remedies available at law or equity), the Company shall make a cash payment hereby agrees to pay to each HolderHolder of Convertible Notes, for each thirty Series 1 Preferred Stock or Registrable Securities then outstanding an aggregate amount equal to 0.25% per year on all outstanding Convertible Notes (30) day period and all outstanding shares of Series 1 Preferred Stock and Common Stock to the extent any Convertible Notes have been exchanged pursuant to the Purchase Agreement or part thereof in which a converted prior to the occurrence of the Registration Default exists, equal to the product of (A) the Per Share Default Payment Amount times (B) the sum of (I) the number of and such Preferred Conversion Shares into which the Preferred Shares then or shares of Common Stock, as applicable, remain Registrable Securities) held by such Holder are convertible at Holders for the Conversion Price then in effect plus (II) the number of Warrant Shares for which the Warrants then held by such Holder are exercisable at the Exercise Price then in effect, in each case without regard to any limitation on such conversion or exercise contained in the Articles of Amendment, the Warrants or any other Transaction Documents. Each such payment shall be made within five (5) Business Days following the last day of each calendar month in which a Registration Default existed. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Securities Purchase Agreement, the Articles of Amendment, or otherwise. Notwithstanding the foregoing, a Registration Default under clauses (ii), (iii) or (v) shall not be deemed to be a Fundamental Change (under and as defined in the Articles of Amendment) giving rise to a Mandatory Redemption right under the Articles of Amendment provided the Company has used its best efforts to prevent the occurrence of first 90 days after such Registration Default and continues after then, if such Registration Default is then continuing, 0.50% per year on all outstanding Convertible Notes (and all outstanding shares of Series 1 Preferred Stock or Common Stock to the extent any Convertible Notes have been exchanged pursuant to the Purchase Agreement converted prior to the occurrence thereof of the Registration Default and such Preferred Conversion Shares or shares of Common Stock, as applicable, remain Registrable Securities) held by such Holders (such payment, “Additional Amounts”); provided that any payment on shares of Series 1 Preferred Stock or Common Stock will be calculated based on the principal amount of the Convertible Notes as a result of exchange or conversion of which such shares of Series 1 Preferred Stock or Common Stock, as applicable, have been issued to use its best efforts the extent such Preferred Conversion Shares or shares of Common Stock constitute Registrable Securities; provided, further, that any such Additional Amounts will cease to cure accrue to Holders hereunder when any such Registration DefaultDefault will cease, be remedied or be cured. In no event shall Additional Amounts accrue under the terms of this Agreement at a rate in excess of 0.50% per annum pursuant to this Agreement when combined with any Additional Interest payable pursuant to the Indenture, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Amounts.

Registration Default. If a Registration Statement covering all of the Registrable Securities (i) the Registration Statement is has not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (ii) after the Registration Statement has been declared effective by the Commission, sales of Registrable Securities cannot SEC on or prior to the 180th day following the Closing Date (the "Effective Deadline") or (ii) has been declared effective but shall thereafter cease to be made effective or fail to be usable for its intended purpose without being succeeded immediately by a Holder under the Registration Statement for any reason not post-effective amendment that cures such failure and that is declared effective within the exclusive control of such Holder thirty (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)); provided, that the failure of the Registration Statement to remain effective after the two (230) year anniversary of its initial effective date thereof if at such time all of the Conversion Shares issued or issuable upon conversion of the Preferred Shares are freely saleable pursuant to Rule 144(k), shall not be a deemed to be a Registration Default hereunder, (iii) the Common Stock ceases to be listed on the Nasdaq National Market, the Nasdaq SmallCap Market or the New York Stock Exchange, (iv) the Company fails to submit a request for acceleration within the time frames required hereby, or (v) an amendment or supplement to the Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(k) below is not filed on or before the date required by such paragraph days (each of the foregoing such event referred to in clauses (i), ) and (ii), (iii), (iv) and (v) being referred to herein as a "Registration Default"), the Company shall make hereby agrees to pay to the Subscriber a cash payment to fee Fifty Thousand Dollars ($50,000) per month, pro rated for any portion thereof, during each Holder, for each thirty (30) day period month or part portion thereof in which that the Registration Default continues without cure. If there occurs a Registration Default exists, equal to and the product of Company (A) fails to file, on a timely basis, any periodic or current report required by the Per Share Default Payment Amount times Exchange Act or regulations promulgated thereunder, (B) the sum allows any class of (I) the number its securities of Conversion Shares into which the Preferred Shares then held by Registrable Securities are a part to become de-listed on a national securities exchange or excluded from or disqualified from trading through an inter-dealer quotation system or (C) otherwise fails to comply with any applicable federal securities laws and regulations, Blue Sky Laws or listing or inclusion requirements of a national securities exchange or inter-dealer quotation system (each such Holder are convertible at the Conversion Price then event referred to in effect plus clauses (II) the number of Warrant Shares for which the Warrants then held by such Holder are exercisable at the Exercise Price then in effectA), in each case without regard to any limitation on such conversion or exercise contained in the Articles of Amendment(B), and (C), a "Non-Compliance Condition"), the Warrants Company hereby agrees to pay to the Subscriber an additional fee of Fifty Thousand Dollars ($50,000) per month (the "Non-Compliance Fee") pro rated for any portion thereof, during each month or any other Transaction Documents. Each such payment shall be made within five (5) Business Days following portion thereof that the last day of each calendar month in which a Registration Default existed. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Securities Purchase Agreement, the Articles of Amendment, or otherwiseand Non-Compliance Condition continue without cure. Notwithstanding the foregoing, a Registration Default under clauses (ii), (iii) or (v) the Non-Compliance Fee shall not be deemed to be a Fundamental Change (under and as defined payable in the Articles respect of Amendment) giving rise to a Mandatory Redemption right under the Articles of Amendment provided any particular Non-Compliance Condition if the Company has used its best efforts provides written notice to prevent the Subscriber of the occurrence of such Registration Default and continues after the particular Non-Compliance Condition within thirty (30) calendar days of the occurrence thereof of the particular Non-Compliance Condition. The fees provided in this Section 6 shall be payable on the last business day of each month to use Subscriber at the office designated for the Subscriber to receive notices pursuant to Section 15 of this Agreement. Any unpaid balance of such fees shall accrue interest at an annual rate of 15%, shall be payable monthly on the last business day of each month and compounded monthly. The Subscriber's rights to fees pursuant to this Section 6 represent a lost opportunity cost and shall not be construed as liquidated damages and, further, shall not serve to limit or replace any remedies at law or in equity arising from any failure by the Company to perform its best efforts to cure such Registration Defaultobligations under this Agreement.

Registration Default. If (i) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (ii) after the Registration Statement has been declared effective by the Commission, sales of Registrable Securities cannot be made by a Holder under the Registration Statement for any reason not within the exclusive control of such Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)); provided, that the failure of the Registration Statement to remain effective after the two (2) year anniversary of its initial effective date thereof if at such time all of the Conversion Shares issued or issuable upon conversion of the Preferred Shares are freely saleable pursuant to Rule 144(k), shall not be a deemed to be a Registration Default hereunder, (iii) the Common Stock ceases to be listed on the Nasdaq National Market, the Nasdaq SmallCap Market or the New York Stock Exchange, (iv) the Company fails to submit a request for acceleration within the time frames required hereby, or (v) an amendment or supplement to the Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(k) below is not filed on or before the date required by such paragraph (each of the foregoing clauses (i), (ii), (iii), (iv) and (v) being referred to herein as a "Registration Default"), the Company shall make a cash payment to each Holder equal to such Holder, 's pro rata share (based on the aggregate number of Registrable Securities held by such Holder as of the Registration Default) of $.0084 for each Conversion Share outstanding for each thirty (30) day period or part thereof in which a Registration Default exists, equal to the product of (A) the Per Share Default Payment Amount times (B) the sum of (I) the number of Conversion Shares into which the Preferred Shares then held by such Holder are convertible at the Conversion Price then in effect plus (II) the number of Warrant Shares for which the Warrants then held by such Holder are exercisable at the Exercise Price then in effect, in each case without regard to any limitation on such conversion or exercise contained in the Articles of Amendment, the Warrants or any other Transaction Documents. Each such payment shall be made within five (5) Business Days following the last day of each calendar month in which a Registration Default existed. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Securities Purchase Agreement, the Articles of Amendment, hereof or otherwise. Notwithstanding the foregoing, a Registration Default under clauses (ii), (iii) or (v) shall not be deemed to be a Fundamental Change (under and as defined in the Articles of Amendment) giving rise to a Mandatory Redemption right under the Articles of Amendment provided the Company has used its best efforts to prevent the occurrence of such Registration Default and continues after the occurrence thereof to use its best efforts to cure such Registration Default.

Registration Default. If (a) The Company agrees that, in the event that (i) the Registration Statement is has not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (ii) after the Registration Statement has been declared effective by the CommissionSEC on or before March 30, sales of Registrable Securities cannot be made by a Holder under the Registration Statement for any reason not within the exclusive control of such Holder 2007 or (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)); provided, that the failure ii) if effectiveness of the Registration Statement to remain effective after the two (2) year anniversary of its initial effective date thereof if is suspended at such any time all of the Conversion Shares issued or issuable upon conversion of the Preferred Shares are freely saleable other than pursuant to Rule 144(k)a Suspension Notice while any Registrable Securities remain outstanding (each, shall not be a deemed to be a Registration Default hereunder, (iii) the Common Stock ceases to be listed on the Nasdaq National Market, the Nasdaq SmallCap Market or the New York Stock Exchange, (iv) the Company fails to submit a request for acceleration within the time frames required hereby, or (v) an amendment or supplement to the Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(k) below is not filed on or before the date required by such paragraph (each of the foregoing clauses (i), (ii), (iii), (iv) and (v) being referred to herein as a "Registration Default"), for any thirty-day period (a "Liquidated Damages Period") during which the Registration Default remains uncured, the Company shall make a pay an aggregate of $250,000 to the Holders, which cash payment to shall be made on a pro rata basis in accordance with each Holder's percentage holding of the then outstanding Registrable Securities, for each thirty (30) day period or part thereof Liquidated Damages Period during which the Registration Default remains uncured; provided, however, that if a Holder fails to provide the Company with any information that is required to be provided in the Registration Statement with respect to such Holder as set forth herein, then the commencement of the Liquidated Damages Period described above shall be extended until two business days following the date of receipt by the Company of such required information; provided further that the amount payable to any Holder hereunder for any partial Liquidated Damages Period shall be prorated for the number of actual days during such Liquidated Damages Period during which a Registration Default exists, equal remains uncured. (b) The Company shall deliver said cash payment to the product Holders by the seventh business day after the end of each such Liquidated Damages Period. If the Company fails to pay said cash payment to the Holders in full by the seventh business day after the end of such Liquidated Damages Period, the Company will pay interest thereon at a rate of 10% per annum (Aor such lesser maximum amount that is permitted to be paid by applicable law) to the Per Share Default Payment Amount times Holders, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. (Bc) Notwithstanding the sum other provisions of (I) this Section 4, the number maximum amount of Conversion Shares into liquidated damages which the Preferred Shares then held by such Holder are convertible at the Conversion Price then in effect plus (II) the number of Warrant Shares for which the Warrants then held by such Holder are exercisable at the Exercise Price then in effect, in each case without regard Company may be obligated to any limitation on such conversion or exercise contained in the Articles of Amendment, the Warrants or any other Transaction Documents. Each such payment pay under this Section 4 shall be made within five limited to $2,000,000 (5) Business Days following the last day of each calendar month in which a Registration Default existed. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Securities Purchase Agreement, the Articles of Amendment, or otherwise. Notwithstanding the foregoing, a Registration Default under clauses (ii"Liquidated Damages Cap"), (iii) or (v) shall not be deemed to be a Fundamental Change (under and as defined in the Articles of Amendment) giving rise to a Mandatory Redemption right under the Articles of Amendment provided the Company has used its best efforts to prevent the occurrence of such Registration Default and continues after the occurrence thereof to use its best efforts to cure such Registration Default.

Registration Default. If (a) Cash payments (“Registration Penalties”) shall accrue as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”): (i) the Shelf Registration Statement required by this Agreement is not filed with the Commission on or before prior to ninety (90) days after the Filing Deadline or Merger Effective Date; (ii) the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or before prior to one hundred fifty (150) days after the Merger Effective Date; (iii) if not registered by the Shelf Registration DeadlineStatement, the Warrants and/or Warrant Shares are not registered under the 2006 Registration Statement, and any post-effective amendment thereto is not effective, within the time periods set forth in (i) and (ii) above; or (iv) if after the Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Warrants and/or Warrant Shares are registered thereunder) required by this Agreement has been declared effective by the Commission, sales of Registrable Securities cannot be made by a Holder under the Commission but (A) such Shelf Registration Statement for any reason not within (or the exclusive control of such Holder (other than such Registrable Securities as are then freely saleable pursuant post-effective amendment to Rule 144(k)); providedthe 2006 Registration Statement, that if the failure of the Registration Statement to remain effective after the two (2) year anniversary of its initial effective date thereof if at such time all of the Conversion Shares issued or issuable upon conversion of the Preferred Warrants and/or Warrant Shares are freely saleable pursuant to Rule 144(k), shall not be a deemed to be a Registration Default hereunder, (iiiregistered thereunder) the Common Stock thereafter ceases to be listed on the Nasdaq National Market, the Nasdaq SmallCap Market effective or the New York Stock Exchange, (iv) the Company fails to submit a request for acceleration within the time frames required hereby, or (v) an amendment or supplement to the Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(k) below is not filed on or before the date required by such paragraph (each of the foregoing clauses (i), (ii), (iii), (iv) and (v) being referred to herein as a "Registration Default"), the Company shall make a cash payment to each Holder, for each thirty (30) day period or part thereof in which a Registration Default exists, equal to the product of (A) the Per Share Default Payment Amount times (B) the sum of Shelf Registration Statement (I) or the number of Conversion Shares into which post-effective amendment to the Preferred Shares then held by such Holder are convertible at 2006 Registration Statement, if the Conversion Price then in effect plus (II) the number of Warrants and/or Warrant Shares for which are registered thereunder) or the related prospectus ceases to be usable in connection with resales of Registrable Securities during the period ending on the first anniversary of the Merger Effective Date (including, without limitation, because of a failure to keep such Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Warrants then held by and/or Warrant Shares are registered thereunder) effective, a failure to disclose such Holder are exercisable at information as is necessary for sales to be made pursuant to such Shelf Registration Statement (or the Exercise Price then in effectpost-effective amendment to the 2006 Registration Statement, in each case without regard to any limitation on such conversion or exercise contained in the Articles of Amendment, if the Warrants and/or Warrant Shares are registered thereunder) or any other Transaction Documentsa failure to register sufficient Registrable Securities). Each such payment shall be made within five (5) Business Days following of the last day of each calendar month in which foregoing will constitute a Registration Default existedwhatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. Any Registration Penalties shall accrue from and including the date on which any such payment Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of $0.0025 per Registrable Security which is the subject of the Registration Default. A Registration Default referred to in Section 3.3(a)(iv) hereof shall be deemed not to have occurred and be continuing in addition to any other remedies available to each Holder at law or in equity, whether pursuant relation to the terms hereofShelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Securities Purchase AgreementWarrants and/or Warrant Shares are registered thereunder) or the related prospectus if such Registration Default has occurred solely as a result of the filing of a post-effective amendment to the Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Articles Warrants and/or Warrant Shares are registered thereunder) to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus; provided, however, that in any case if the Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Warrants and/or Warrant Shares are registered thereunder) or the related prospectus shall not be usable for a continuous period in excess of Amendment, or otherwise. Notwithstanding the foregoing30 days, a Registration Default under clauses (ii), (iii) or (v) shall not be deemed to have occurred effective as of the first day the Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Warrants and/or Warrant Shares are registered thereunder) or the related prospectus shall cease to be a Fundamental Change (under usable and as defined the Registration Penalties shall be payable in accordance with the Articles of Amendment) giving rise above paragraph from such day that the Registration Default shall be deemed to a Mandatory Redemption right under the Articles of Amendment provided the Company has used its best efforts to prevent the occurrence of have occurred until such Registration Default is cured. (b) Any accrued and continues after unpaid amounts of Registration Penalties due pursuant to Section 3.3(a) will be payable on the occurrence thereof due date of the Company’s next following quarterly or annual report (whichever may first occur) to use its best efforts the Commission pursuant to cure the Exchange Act. The amount of the Registration Penalties will be determined by multiplying $0.0025 by the number of outstanding Registrable Securities subject to the Registration Default, and further multiplied by a fraction, the numerator of which is the number of days such Registration DefaultDefault was applicable during such period, and the denominator of which is 90.

Registration Default. If The Company further agrees that, in the event that (ia) the Registration Statement is (i) has not been filed on or before with the SEC by the Required Filing Deadline or Date, (ii) has not been declared effective by the Commission on SEC with respect to all of the Registrable Securities by the Required Effectiveness Date or before the Registration Deadline, (iiiii) after the Registration Statement has been is declared effective by the CommissionSEC, sales is suspended by the Company or ceases to remain continuously effective at all times during the Registration Period as to all applicable Registrable Securities for which such Registration Statement is required to be effective, other than, in each case, within the time period(s) permitted by Section 2.7(b), or (b) the Company has failed to perform its obligations set forth in Section 2.4 within the time periods required therein (each such event referred to in clauses (a)(i), (ii) and (iii) and clause (b), a “Registration Default”), for all or part of one or more thirty-day periods (each a “Penalty Period”) during which the Registration Default remains uncured, the Company shall pay to the Holders, pro rata to their holdings of Registrable Securities cannot be made by a Holder under Securities, 1.50% of the Purchase Price (the “Penalty”) for each Penalty Period (or partial Penalty Period) during which the Registration Statement for any reason not within the exclusive control of such Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k))Default remains uncured; provided, however that if the primary cause of a Registration Default is (i) the Holders’ failure to provide the Company with any information that is required to be provided in the applicable Registration Statement with respect to the Holders as set forth herein, then the commencement of the Penalty Period described above shall be extended until five Business Days following the date of receipt by the Company of such required information or (ii) not the result of the Company’s action or omission or is the result of the Holder’s non-payment of the Registration Statement Expenses, then there should be no Penalty incurred pursuant to remain effective Section 2.1. The Company shall make any such required payments by wire transfer of immediately available funds to the accounts designated by the Holders, on or before the fifth Business Day after the two (2) year anniversary end of its initial effective date thereof if at such time all of the Conversion Shares issued or issuable upon conversion of the Preferred Shares are freely saleable pursuant to Rule 144(k), shall not be a deemed to be a Registration Default hereunder, (iii) the Common Stock ceases to be listed on the Nasdaq National Market, the Nasdaq SmallCap Market or the New York Stock Exchange, (iv) each applicable Penalty Period. If the Company fails to submit a request for acceleration within make any such payment in full by the time frames required hereby, or (v) an amendment or supplement to fifth Business Day after the Registration Statement, or a new registration statement, required to be filed pursuant to the terms end of paragraph 4(k) below is not filed on or before the date required by such paragraph (each of the foregoing clauses (i), (ii), (iii), (iv) and (v) being referred to herein as a "Registration Default")Penalty Period, the Company shall make a cash payment to each Holder, for each thirty (30) day period or part thereof in which a Registration Default exists, equal pay interest on such overdue amounts at the highest rate then accruing with respect to the product outstanding Indebtedness of the Company (Aor such lesser maximum amount that is permitted to be paid by applicable law) to the Per Share Default Payment Amount times (B) Holders, accruing daily from the sum of (I) the number of Conversion Shares into which the Preferred Shares then held date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The cash payments provided by such Holder are convertible at the Conversion Price then in effect plus (II) the number of Warrant Shares for which the Warrants then held by such Holder are exercisable at the Exercise Price then in effect, in each case without regard to any limitation on such conversion or exercise contained in the Articles of Amendment, the Warrants or any other Transaction Documents. Each such payment shall be made within five (5) Business Days following the last day of each calendar month in which a Registration Default existed. Any such payment this Section 2.3 shall be in addition to any to, and not in lieu of, such other remedies available to damages the Holders may establish in connection with each Holder at law or in equity, whether pursuant to the terms hereof, the Securities Purchase Agreement, the Articles of Amendment, or otherwise. Notwithstanding the foregoing, a Registration Default under clauses (ii), (iii) or (v) shall not be deemed to be a Fundamental Change (under and as defined in the Articles of Amendment) giving rise to a Mandatory Redemption right under the Articles of Amendment provided the Company has used its best efforts to prevent the occurrence of such Registration Default and continues after the occurrence thereof to use its best efforts to cure such Registration Default.

Registration Default. If (i) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (ii) after the Registration Statement has been declared effective by the Commission, sales of Registrable Securities cannot be made by a Holder under the Registration Statement for any reason not within the exclusive control of such Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)); provided, that the failure of the Registration Statement to remain effective after the two (2) year anniversary of its initial effective date thereof if at such time all of the Conversion Registrable Securities and Warrant Shares issued or issuable upon conversion exercise of the Preferred Shares Warrants are freely saleable pursuant to Rule 144(k), shall not be a deemed to be a Registration Default hereunder, (iii) the Common Stock ceases to be listed on the Nasdaq National Market, the Nasdaq SmallCap Market or the New York Stock Exchange, (iv) the Company fails to submit a request for acceleration within the time frames required hereby, or (v) an amendment or supplement to the Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(k) below is not filed on or before the date required by such paragraph (each of the foregoing clauses (i), (ii), (iii), (iv) and (v) being referred to herein as a "Registration Default"), the Company shall make a cash payment to each Holder equal to such Holder's pro rata share (based on the aggregate number of Registrable Securities held by or issuable to such Holder as of the Registration Default) of (A) with respect to the Conversion Shares, $.00825 for each Conversion Share outstanding, and (B) with respect to the Warrant Shares, the greater of (I) ten thousand dollars ($10,000) and (II)(x) the aggregate number of Warrant Shares, multiplied by (y) one percent (1%) multiplied by the difference between (a) the Market Price of the Company's Common Stock on the Registration Default Date and (b)the weighted average exercise price of the Warrants, payable for each thirty (30) day period or part thereof in which a Registration Default exists, equal to the product of (A) the Per Share Default Payment Amount times (B) the sum of (I) the number of Conversion Shares into which the Preferred Shares then held by such Holder are convertible at the Conversion Price then in effect plus (II) the number of Warrant Shares for which the Warrants then held by such Holder are exercisable at the Exercise Price then in effect, in each case without regard to any limitation on such conversion or exercise contained in the Articles of Amendment, the Warrants or any other Transaction Documents. Each such payment shall be made within five (5) Business Days following the last day of each calendar month in which a Registration Default existed. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Securities Purchase Agreement, the Articles of Amendment, or otherwise. Notwithstanding the foregoing, a Registration Default under clauses (ii), (iii) or (v) shall not be deemed to be a Fundamental Change (under and as defined in the Articles of Amendment) giving rise to a Mandatory Redemption right under the Articles of Amendment provided the Company has used its best efforts to prevent the occurrence of such Registration Default and continues after the occurrence thereof to use its best efforts to cure such Registration Default.

Registration Default. If (iA) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (iiB) after the Registration Statement has been declared effective by the CommissionCommission and during a period in which an Allowed Delay is not in effect, sales of Registrable Securities cannot be made by a Holder under the Registration Statement for any reason not within the exclusive control of such Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k144 or any successor provision without regard to volume or manner of sale restrictions)); provided, that the failure of the Registration Statement to remain effective after the two (2) year anniversary of its initial effective date thereof if at such time all of the Conversion Shares issued or issuable upon conversion of the Preferred Shares are freely saleable pursuant to Rule 144(k), shall not be a deemed to be a Registration Default hereunder, (iii) the Common Stock ceases to be listed on the Nasdaq National Market, the Nasdaq SmallCap Market or the New York Stock Exchange, (iv) the Company fails to submit a request for acceleration within the time frames required hereby, or (vC) an amendment or supplement to the Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(kSection 3(j) below is not filed on or before the date required by such paragraph Section 3(j), (each of the foregoing clauses (iA), (ii), (iii), (ivB) and (vC) being referred to herein as a "“Registration Default"”), the Company shall make a cash payment payments to each Holder party hereto equal to such Holder, ’s pro rata share (based on the aggregate number of shares of Common Stock constituting Registrable Securities held by or issuable to such Holder as of the Registration Deadline) of 0.5% of the Market Price (as defined below) of such Common Stock for each thirty (30) day period or part thereof in which a Registration Default existsexists (prorated for any period of less than thirty days); provided, equal to however, that the product of (A) the Per Share Default Payment Amount times (B) the sum of (I) the number of Conversion Shares into which the Preferred Shares then held maximum aggregate percentage represented by such Holder are convertible payments shall be capped at the Conversion Price then in effect plus five percent (II5%) the number of Warrant Shares for which the Warrants then held by such Holder are exercisable at the Exercise Price then in effect, in each case without regard to any limitation on such conversion or exercise contained in the Articles of Amendment, the Warrants or any other Transaction DocumentsMarket Price. Each such payment shall be made within five (5) Business Days following the last day of each the calendar month in which a Registration Default existedoccurs. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Securities Purchase Agreement, the Articles of Amendment, or otherwise. Notwithstanding the foregoing, if any SEC Guidance sets forth a limitation on the number of shares of Common Stock permitted to be registered on the Registration Statement (and notwithstanding that the Company used reasonable efforts to advocate with the Commission for the registration of all or a greater number of such shares), such limitation shall not constitute a Registration Default under clauses and, in such event, the number of shares of Common Stock to be registered on such Registration Statement will be reduced, first, by shares of Common Stock owned by Holders who are not Affiliates of the Company (iiapplied, in the event that some of such shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered shares held by such Holders) and, second, by shares of Common Stock owned by Holders who are Affiliates of the Company (applied, in the event that some of such shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered shares held by such Holders). “Market Price” means, as of a particular date, the highest daily VWAP for the Common Stock during the period of twenty (iii20) or consecutive Trading Days occurring immediately prior to (vbut not including) shall such date as reported in the Principal Market. If the Market Price cannot be deemed to be a Fundamental Change (under and as defined in calculated because the Articles of Amendment) giving rise to a Mandatory Redemption right under the Articles of Amendment provided Common Stock is no longer publicly traded or otherwise, then the Company has used its best efforts shall submit such calculation to prevent an independent investment banking firm of national reputation reasonably acceptable to the occurrence Holders of a majority of Registrable Securities, and shall cause such Registration Default investment banking firm to perform such determination and continues after notify the occurrence thereof Company and each Holder of the results of determination no later than five (5) Business Days from the time such calculation was submitted to use its best efforts to cure such Registration Defaultit by the Company.

Registration Default. If (a) The Company agrees that, in the event that (i) the Registration Statement is has not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (ii) after the Registration Statement has been declared effective by the CommissionSEC on or before July 11, sales of Registrable Securities cannot be made by a Holder under the Registration Statement for any reason not within the exclusive control of such Holder 2008, or (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)); provided, that the failure ii) if effectiveness of the Registration Statement to remain effective after the two (2) year anniversary of its initial effective date thereof if is suspended at such any time all of the Conversion Shares issued or issuable upon conversion of the Preferred Shares are freely saleable other than pursuant to Rule 144(k)a Suspension Notice while any Registrable Securities remain outstanding (each, shall not be a deemed to be a “Registration Default”, and July 11, 2008 or the time when the Registration Statement is suspended, as the case may be, the “Registration Default hereunder, (iii) the Common Stock ceases to be listed on the Nasdaq National Market, the Nasdaq SmallCap Market or the New York Stock Exchange, (iv) the Company fails to submit a request for acceleration within the time frames required hereby, or (v) an amendment or supplement to the Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(k) below is not filed on or before the date required by such paragraph (each of the foregoing clauses (i), (ii), (iii), (iv) and (v) being referred to herein as a "Registration Default"Date”), the Company shall make a pay an aggregate of $80,000 to the Holders for each thirty-day period after such Registration Default Date until July 11, 2009 during which the Registration Default remains uncured, and thereafter the Company shall pay an aggregate of $500,000 to the Holders for each six-month period (such six-month period or thirty-day period, the “Liquidated Damages Period”) until June 30, 2014 during which the Registration Default remains uncured; each such cash payment to shall be made on a pro rata basis in accordance with each Holder’s percentage holding of the then outstanding Registrable Securities and, in the case of amounts accruing after July 11, 2009 shall be payable on the last day of such six-month period; provided, however, that if a Holder fails to provide the Company with any information that is required to be provided in the Registration Statement with respect to such Holder as set forth herein, then the Registration Default Date as to such Holder shall be extended until five (5) business days following the date of receipt by the Company of such required information; provided further that the amount payable to any Holder hereunder for each thirty (30) day period or part thereof in any partial Liquidated Damages Period shall be prorated for the number of actual days during such Liquidated Damages Period during which a Registration Default exists, equal remains uncured. (b) The Company shall deliver said cash payment to the product of (A) Holders by the Per Share Default Payment Amount times (B) seventh business day after the sum of (I) the number of Conversion Shares into which the Preferred Shares then held by such Holder are convertible at the Conversion Price then in effect plus (II) the number of Warrant Shares for which the Warrants then held by such Holder are exercisable at the Exercise Price then in effect, in each case without regard to any limitation on such conversion or exercise contained in the Articles of Amendment, the Warrants or any other Transaction Documents. Each such payment shall be made within five (5) Business Days following the last day of each calendar month in which a Registration Default existed. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Securities Purchase Agreement, the Articles of Amendment, or otherwise. Notwithstanding the foregoing, a Registration Default under clauses (ii), (iii) or (v) shall not be deemed to be a Fundamental Change (under and as defined in the Articles of Amendment) giving rise to a Mandatory Redemption right under the Articles of Amendment provided the Company has used its best efforts to prevent the occurrence of such Registration Default and continues for any subsequent Liquidated Damages Period, the Company shall make said cash payment no later than the seventh business day after the occurrence thereof end of each such monthly Liquidated Damages Period. If the Company fails to use its best efforts pay said cash payment to cure the Holders in full by the seventh business day after the Registration Default or the end of such Registration DefaultLiquidated Damages Period, as the case may be, 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 the Holders, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full.

Registration Default. If the Registration Statement covering the Registrable Securities or the Additional Registrable Securities (as defined in Section 2(d) hereof) required to be filed by the Company pursuant to Section 2(a) or 2(d) hereof, as the case may be, is not (i) filed with the Registration Statement is not filed on Commission within the time required by the terms of this Agreement or before the Filing Deadline or (ii) declared effective by the Commission within the time required by the terms of this Agreement (either of which, without duplication, an "Initial Date"), then the Company shall make the payments to IFT as provided in the next sentence as liquidated damages and not as a penalty. The amount to be paid by the Company to IFT shall be determined as of each Computation Date (as defined below), and such amount shall be equal to 2% (the "Liquidated Damage Rate") of the Stated Value per share of all shares of Series B Preferred Stock and all shares of Series C Preferred Stock outstanding from the Initial Date to the first Computation Date and for each Computation Date thereafter, calculated on or before a pro rata basis to the date on which the Registration Deadline, Statement is filed with (in the event of an Initial Date pursuant to (b) (i) above) or declared effective by (in the event of an Initial Date pursuant to (b) (ii) above) the Commission (the "Periodic Amount"); provided, however, that if any Liquidated Damages are payable, then the Liquidated Damages shall not be less than Forty Thousand Dollars ($40,000). The full Periodic Amount shall be paid by the Company to IFT by wire transfer of immediately available funds within three days after each Computation Date. As used in this Section 2(b), "Computation Date" means the date which is 30 days after the Initial Date and, if the Registration Statement required to be filed by the Company pursuant to Section 2(a) has not theretofore been declared effective by the Commission, sales of Registrable Securities cannot be made by a Holder under each date which is 30 days after the previous Computation Date until such Registration Statement is so declared effective. Notwithstanding the above, if the Registration Statement for any reason not within covering the exclusive control of such Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)); provided, that the failure of the Registration Statement to remain effective after the two (2) year anniversary of its initial effective date thereof if at such time all of the Conversion Shares issued or issuable upon conversion of the Preferred Shares are freely saleable pursuant to Rule 144(k), shall not be a deemed to be a Registration Default hereunder, (iii) the Common Stock ceases to be listed on the Nasdaq National Market, the Nasdaq SmallCap Market or the New York Stock Exchange, Additional Registrable Securities (ivas defined in Section 2(d) the Company fails to submit a request for acceleration within the time frames required hereby, or (vhereof) an amendment or supplement to the Registration Statement, or a new registration statement, required to be filed by the Company pursuant to Section 2(a) or (2d) hereof, as the case may be, is not filed with the Commission within the time required by the terms of paragraph 4(k) below is not filed on or before the date required by such paragraph (each of the foregoing clauses (i), (ii), (iii), (iv) and (v) being referred to herein as a "Registration Default")this Agreement, the Company shall make a cash payment to each Holder, for each thirty (30) day period or part thereof in which a Registration Default exists, equal to the product of (A) the Per Share Default Payment Amount times (B) the sum of (I) the number of Conversion Shares into which the Preferred Shares then held by such Holder are convertible at the Conversion Price then in effect plus (II) the number of Warrant Shares for which the Warrants then held by such Holder are exercisable at the Exercise Price then in effect, in each case without regard to any limitation on such conversion or exercise contained in the Articles of Amendment, the Warrants or any other Transaction Documents. Each such payment shall be made within five (5) Business Days following the last day of each calendar month in which a Registration Default existed. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Securities Purchase default of this Registration Rights Agreement, the Articles of Amendment, or otherwise. Notwithstanding the foregoing, a Registration Default under clauses (ii), (iii) or (v) shall not be deemed to be a Fundamental Change (under and as defined in the Articles of Amendment) giving rise to a Mandatory Redemption right under the Articles of Amendment provided the Company has used its best efforts to prevent the occurrence of such Registration Default and continues after the occurrence thereof to use its best efforts to cure such Registration Defaultamended.