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

Delay in Effectiveness of Registration Statement. (a) Parent further agrees that (i) in the event the Registration Statement has not been filed with the SEC within thirty (30) days after the Measure Date, VPVP shall be entitled to receive from Parent liquidated damages in an amount equal to 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement (a “Liquidated Damages Payment”); (ii) in the event the Registration Statement has not been filed with the SEC within sixty (60) days after the Measure Date, VPVP shall be entitled to receive from Parent an additional Liquidated Damages Payment; (iii) in the event the Registration Statement has not been declared effective by the SEC within ninety (90) days after the Measure Date, VPVP shall be entitled to receive an additional Liquidated Damages Payment and (iv) Parent shall make an additional Liquidated Damages Payment for each thirty- (30)-day period thereafter (pro rated for any period of less than thirty (30) days) until the Registration Statement has been declared effective; although in no event shall the aggregate Liquidated Damages Payments in any thirty- (30)-day period exceed 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement. (b) Liquidated Damages Payments may, at VPVP’s option, be delivered to VPVP in the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereof, Parent shall deliver all Liquidated Damages Payments to VPVP by the fifth (5th) Business Day after the occurrence of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof, as applicable (the “Payment Period”). (c) In the event that VPVP elects to receive Liquidated Damages Payments in the form of New Athletics Common Stock, and such payments would result in the issuance of shares in excess of the Share Cap, Parent shall, at VPVP’s election, either: (i) issue VPVP shares of New Athletics Common Stock up to the Share Cap and deliver the remainder of the Liquidated Damages Payments in cash, such payments to be made within the Payment Period; or (ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval for the issuance to VPVP of shares of New Athletics Common Stock in excess of the Share Cap. (d) Notwithstanding anything to the contrary contained in this Section 6.2 or in any other provision of this Agreement, the Liquidated Damages Payments provided in this Section 6.2 shall be VPVP’s sole and exclusive monetary remedy in the event of the occurrence of any of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof; provided, however, that VPVP shall retain all equitable remedies then available to it.

Delay in Effectiveness of Registration Statement. (aA) Parent further agrees that (i) in In the event the Registration Statement has not been filed with the SEC within thirty (30) days after the Measure Date, VPVP shall be entitled to receive from Parent liquidated damages in an amount equal to 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement (a “Liquidated Damages Payment”); (ii) in the event the Registration Statement has not been filed with the SEC within sixty (60) days after the Measure Date, VPVP shall be entitled to receive from Parent an additional Liquidated Damages Payment; (iii) in the event the Registration Statement has not been declared effective by the SEC within ninety Effectiveness Deadline, then the Company shall pay to each Holder a Monthly Delay Payment (90as defined below) days after the Measure Date, VPVP shall be entitled to receive an additional Liquidated Damages Payment and (iv) Parent shall make an additional Liquidated Damages Payment for each thirty- 30 day period (30)-day period or portion thereof) thereafter (pro rated for any period of less than thirty (30) days) until during which the Registration Statement has not been declared effective; although , which Monthly Delay Payments shall not in no event shall the aggregate Liquidated Damages Payments in any thirty- (30)-day period exceed 1.0% of the total aggregate purchase price of the Registrable Shares purchased maximum percentage permitted by VPVP that are to be registered on such Registration Statementlaw. (bB) Liquidated Damages Payments mayIf the Registration Statement has not been declared effective by 30 days following the Effectiveness Deadline, then each Holder shall have the right but not the obligation to require the Company to redeem the Warrants and/or Registrable Securities, in whole or in part at VPVP’s option, be delivered to VPVP in the form of cash or New Athletics Common StockPremium Redemption Price. Except as provided in Section 6.2(c)(ii) hereof, Parent Each Holder shall deliver all Liquidated Damages Payments to VPVP exercise such right by providing the fifth Company with written notice thereof (5th) Business Day after the occurrence of the events described in clauses (i"Put Notice"), (ii), (iii) or (iv) which such Put Notice shall include the type and amount of Section 6.2(a) hereof, as applicable each security that the Holder seeks to redeem and a date at least 5 business days from the date thereof on which the Holder seeks the redemption to occur (the “Payment Period”"Redemption Date"). (cC) In the event that VPVP elects As used in this Agreement, a "Monthly Delay Payment" shall be a payment in shares of Common Stock ("MDP Shares") computed as equal to receive Liquidated Damages Payments in the form of New Athletics Common Stock, and such payments would result in the issuance of shares in excess "X"% of the Share CapPurchased Shares Purchase Price of the Purchased Shares held by a Holder for each 30 day period (or portion thereof) that the specified condition in this Section 2(b) has not been fulfilled or the specified deficiency has not been remedied, Parent shall, at VPVP’s election, either: (prorated in each case as appropriate) divided by the lesser of (i) issue VPVP shares of New Athletics Common Stock up to the Share Cap Purchase Price, and deliver the remainder of the Liquidated Damages Payments in cash, such payments to be made within the Payment Period; or (ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval for the issuance to VPVP Fair Market Value of shares of New Athletics Common Stock in excess at the time delivery of the Share Cap. (d) Notwithstanding anything to the contrary contained in this Section 6.2 or in any other provision MDP Shares is demanded. For purposes of this Agreementsection, "X" shall mean "2" for the Liquidated Damages Payments provided in this Section 6.2 shall be VPVP’s sole first 30 day period (or portion thereof) referred to above, and exclusive monetary remedy in the event of the occurrence of any of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof; provided, however, that VPVP shall retain all equitable remedies then available to it."

Delay in Effectiveness of Registration Statement. (aA) Parent further agrees that (i) in In the event that the Registration Statement has not been filed with the SEC within thirty (30) days after the Measure Date, VPVP shall be entitled to receive from Parent liquidated damages in an amount equal to 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement (a “Liquidated Damages Payment”); (ii) in the event the Registration Statement has not been filed with the SEC within sixty (60) days after the Measure Date, VPVP shall be entitled to receive from Parent an additional Liquidated Damages Payment; (iii) in the event the Purchaser Registration Statement has not been declared effective by the SEC within ninety Effectiveness Deadline, then the Company shall pay in cash to each Purchaser a Monthly Delay Payment (90as defined below) days after the Measure Date, VPVP shall be entitled to receive an additional Liquidated Damages Payment and (iv) Parent shall make an additional Liquidated Damages Payment for each thirty- 30 day period (30)-day period or portion thereof) thereafter (pro rated for any period of less than thirty (30) days) until during which the Purchaser Registration Statement has not been declared effective; although , which Monthly Delay Payments shall not in no event shall the aggregate Liquidated Damages Payments in any thirty- (30)-day period exceed 1.0% of the total aggregate purchase price of the Registrable Shares purchased maximum percentage permitted by VPVP that are to be registered on such Registration Statementlaw. (bB) Liquidated Damages Payments mayIf the Purchaser Registration Statement has not been declared effective by February 15, 2001, then each Purchaser shall have the right but not the obligation (until such time as the Purchaser Registration Statement is declared effective) to require the Company to redeem the Convertible Notes, in whole or in part at VPVP’s option, be delivered to VPVP in the form of cash or New Athletics Common StockPremium Redemption Price. Except as provided in Section 6.2(c)(ii) hereof, Parent Each Purchaser shall deliver all Liquidated Damages Payments to VPVP exercise such right by providing the fifth Company with written notice thereof (5th) Business Day after the occurrence of the events described in clauses (i"PUT NOTICE"), which such Put Notice shall include the type and amount of each security that the Purchaser seeks to have redeemed and a date at least five (ii), (iii5) or (iv) of Section 6.2(a) hereof, as applicable business days from the date thereof on which the Purchaser seeks the redemption to occur (the “Payment Period”"REDEMPTION DATE"). (cC) In the event that VPVP elects As used in this Rights Agreement, a "MONTHLY DELAY PAYMENT" shall be a payment in immediately available funds equal to receive Liquidated Damages Payments in the form 1% of New Athletics Common Stock, and such payments would result in the issuance of shares in excess the: (I) Face Amount of the Share CapConvertible Notes, Parent shall(II) all accrued but unpaid interest thereon and (III) all unpaid penalties payable thereon, at VPVP’s election, either: held by a Purchaser for each 30 day period (ior portion thereof) issue VPVP shares of New Athletics Common Stock up to that the Share Cap and deliver the remainder of the Liquidated Damages Payments in cash, such payments to be made within the Payment Period; or (ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval for the issuance to VPVP of shares of New Athletics Common Stock in excess of the Share Cap. (d) Notwithstanding anything to the contrary contained specified condition in this Section 6.2 2.7(b) has not been fulfilled or the specified deficiency has not been remedied, (prorated in each case as appropriate, it being understood that the aggregate Monthly Delay Payment paid to all Purchasers in any one month shall not exceed the 1% figure referenced above). Payment of the Monthly Delay Payments and Premium Redemption Price shall be due and payable from the Company to such Purchaser within five (5) business days of demand therefor. Without limiting the foregoing, if payment in immediately available funds of the Premium Redemption Price is not made within such 5 business day period, the Purchaser may revoke and withdraw in whole or in part its election to cause the Company to make such mandatory purchase at any time prior to its receipt of such cash, without prejudice to its ability to elect to receive that particular or other provision of this Agreement, the Liquidated Damages Payments provided in this Section 6.2 shall be VPVP’s sole and exclusive monetary remedy Premium Redemption Price payments in the event of the occurrence of any of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof; provided, however, that VPVP shall retain all equitable remedies then available to itfuture.

Delay in Effectiveness of Registration Statement. (aA) Parent (1) In the event that such Registration Statement has not been declared effective within 90 days from the Filing Date, then the Conversion Price (as defined in the Certificate) shall be permanently reduced so that thereafter (subject to further agrees that (iadjustment as set forth herein, in the Certificate and in the other Transaction Documents) it shall be equal to the otherwise applicable Conversion Price multiplied by the "Applicable Percentage." The Applicable Percentage shall be 98% in the event the Registration Statement has becomes effective within the first 30 day period after 90 days from the Filing Date. The Applicable Percentage shall be permanently reduced by an additional 1.5% if the Registration Statement is not been filed with effective within 120 days from the SEC within thirty (30) days after Filing Date and shall be further reduced an additional 1.5% during each successive 30 day period. For example, if the Measure Registration Statement becomes effective on the 160th day following the Filing Date, VPVP the Applicable Percentage shall equal 5%, so that thereafter the Conversion Price shall be entitled to receive from Parent liquidated damages in an amount equal to 1.095% of the total aggregate purchase price otherwise applicable Conversion Price. Any adjustments made pursuant to the foregoing provisions shall also apply to the Conversion Price of Additional Preferred Shares. In addition to the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement (a “Liquidated Damages Payment”); (ii) in the event the Registration Statement has not been filed with the SEC within sixty (60) days after the Measure Dateforegoing, VPVP shall be entitled to receive from Parent an additional Liquidated Damages Payment; (iii) in the event if the Registration Statement has not been declared effective by the SEC within ninety (90) 150 days after the Measure Filing Date, VPVP then each Holder shall be entitled have the right to receive an additional Liquidated Damages Payment sell, at any time after the 150th day after the Filing Date, any or all of its Preferred Shares, and Warrants to the Company for consideration (ivthe "Mandatory Repurchase Price") Parent shall make an additional Liquidated Damages Payment equal to (I) for each thirty- the Preferred Shares, the greater of (30)-day period thereafter (pro rated for any period of less than thirty (30x) days) until the Registration Statement has been declared effective; although in no event shall the aggregate Liquidated Damages Payments in any thirty- (30)-day period exceed 1.0120% of the total aggregate purchase Liquidation Preference of all such Preferred Shares being sold to the Company, or (y) the Liquidation Preference for the Preferred Shares being sold to the Company divided by the then applicable Conversion Price multiplied by the greater of the last closing price of the Registrable Common Stock on (i) the date a Holder exercises its option pursuant to this Section 2(b) to require repurchase of Preferred Shares purchased or (ii) the date on which the event triggering Holder's remedies under this Section 2(b) first occurred, in each case payable in cash and (II) for the Warrants 120% of the product of (a) the difference between the greater of clauses (i) or (ii) above and the exercise price of the Warrants, multiplied by VPVP that are to be registered on such Registration Statement. (b) Liquidated Damages Payments may, at VPVP’s option, be delivered to VPVP in the form number of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereof, Parent shall deliver all Liquidated Damages Payments to VPVP by the fifth (5th) Business Day after the occurrence of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof, as applicable (the “Payment Period”). (c) In the event that VPVP elects to receive Liquidated Damages Payments in the form of New Athletics Common Stock, and such payments would result in the issuance of shares in excess of the Share Cap, Parent shall, at VPVP’s election, either: (i) issue VPVP shares of New Athletics Common Stock up Warrants being sold to the Share Cap and deliver the remainder of the Liquidated Damages Payments Company, payable in cash, such payments to be made within the Payment Period; or (ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval for the issuance to VPVP of shares of New Athletics Common Stock in excess of the Share Cap. (d) Notwithstanding anything to the contrary contained in this Section 6.2 or in any other provision of this Agreement, the Liquidated Damages Payments provided in this Section 6.2 shall be VPVP’s sole and exclusive monetary remedy in the event of the occurrence of any of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof; provided, however, that VPVP shall retain all equitable remedies then available to it.

Delay in Effectiveness of Registration Statement. (aA) Parent further agrees that (i) in In the event the that such Registration Statement has not been filed with declared effective within 90 days from the SEC within thirty (30) days after the Measure Closing Date, VPVP shall be entitled or the Company at any time fails to receive from Parent liquidated damages in an amount equal to 1.0% issue unlegended Registrable Securities as required by Article VI of the total aggregate purchase price Purchase Agreement, then the Company shall pay each Holder a Monthly Delay Payment (as defined below) for each 30-day period (or portion thereof) that effectiveness of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement (a “Liquidated Damages Payment”); (ii) in the event the Registration Statement has not been filed with is delayed or failure to issue such unlegended Registrable Securities persists. In addition to the SEC within sixty (60) days after the Measure Dateforegoing, VPVP shall be entitled to receive from Parent an additional Liquidated Damages Payment; (iii) in the event if the Registration Statement has not been declared effective by the SEC within ninety (90) 120 days after the Measure Closing Date, VPVP then each Holder shall be entitled have the right to receive an additional Liquidated Damages Payment sell, at any time after the 120th day after the Closing Date, any or all of its Debentures, the Warrants and the Option to the Company for consideration (ivthe "Mandatory Repurchase Price") Parent shall make an additional Liquidated Damages Payment equal to (I) for each thirty- the Debentures, the greater of (30)-day period thereafter (pro rated for any period of less than thirty (30x) days) until the Registration Statement has been declared effective; although in no event shall the aggregate Liquidated Damages Payments in any thirty- (30)-day period exceed 1.0125% of the total aggregate purchase outstanding Principal Amount of all such Debentures being sold to the Company, or (y) the Conversion Ratio (as defined in the Debentures) multiplied by the greater of the last closing price of the Registrable Common Stock on (i) the date a Holder exercises its option pursuant to this Section 2(b) to require repurchase of the Debentures or (ii) the date on which the event triggering Holder's remedies under this Section 2(b) first occurred, in each case payable in cash, (II) for the Warrants, 125% of the product of (a) the difference between the greater of clauses (i) or (ii) above and the exercise price of the Warrants, multiplied by (b) the number of Warrants being sold to the Company, payable in cash; and (III) for the Option, 125% of the product of (a) the difference between the greater of clauses (i) or (ii) above and the Fixed Price, multiplied by (b) the number of Option Shares purchased by VPVP that are to be registered on such Registration Statementfor which the Option is then exercisable, payable in cash. (bB) Liquidated Damages Payments mayAs used in this Agreement, at VPVP’s option, a "Monthly Delay Payment" shall be delivered a cash payment equal to VPVP in the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereof, Parent shall deliver all Liquidated Damages Payments to VPVP by the fifth (5th) Business Day after the occurrence 1% of the events described in clauses (i)aggregate Purchase Price paid by a Holder, (ii), (iii) or (iv) of Section 6.2(a) hereof, as applicable (payable on the “Payment Period”). (c) In date on which the event that VPVP elects to receive Liquidated Damages Payments in the form of New Athletics Common Stock, and such payments would result in the issuance of shares in excess of the Share Cap, Parent shall, at VPVP’s election, either: (i) issue VPVP shares of New Athletics Common Stock up to the Share Cap and deliver the remainder of the Liquidated Damages Payments in cash, such payments to be made within the Payment Period; or (ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval for the issuance to VPVP of shares of New Athletics Common Stock in excess of the Share Cap. (d) Notwithstanding anything to the contrary contained specified condition in this Section 6.2 2(b) has not been fulfilled or in any other provision of this Agreementthe specified deficiency has not been remedied, the Liquidated Damages Payments provided in this Section 6.2 shall be VPVP’s sole and exclusive monetary remedy in the event 2% of the occurrence of any of aggregate Purchase Price for the events described next 30-day period (or portion thereof) that the specified condition in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof; provided, however, that VPVP shall retain all equitable remedies then available to it.this

Delay in Effectiveness of Registration Statement. (aA) Parent further agrees that (i) in In the event the Registration Statement has not been filed with the SEC within thirty (30) days after the Measure Date, VPVP shall be entitled to receive from Parent liquidated damages in an amount equal to 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement (a “Liquidated Damages Payment”); (ii) in the event the Registration Statement has not been filed with the SEC within sixty (60) days after the Measure Date, VPVP shall be entitled to receive from Parent an additional Liquidated Damages Payment; (iii) in the event the Registration Statement has not been declared effective by within 60 calendar days from the SEC within ninety Filing Date and provided that such Holder is not able to freely transfer the Registrable Securities pursuant to Rule 144(k) of the Act, then the Company shall pay to each Holder (90) days after in cash or shares of Common Stock, at the Measure Dateoption of each Holder as provided in Section 2(b)(iv)), VPVP shall be entitled to receive an additional Liquidated Damages Payment and (iv) Parent shall make an additional Liquidated Damages Payment a default payment for each thirty- 30-day period (30)-day period thereafter (pro rated for any period or portion thereof) that the effectiveness of less than thirty (30) days) until the Registration Statement has not been declared effective; although in no event shall the aggregate Liquidated Damages Payments in any thirty- (30)-day period exceed 1.0effective or failure to issue such unlegended Registrable Securities persists, equal to 1% of the total aggregate purchase price value of the outstanding Registrable Shares purchased Securities held by VPVP that are to be registered such Holder, based upon the Market Price determined on the last day of each such Registration Statement. 30-day period (b) Liquidated Damages Payments may, at VPVP’s option, be delivered to VPVP in the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereof, Parent shall deliver all Liquidated Damages Payments to VPVP by the fifth (5th) Business Day after the occurrence of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof, as applicable (the “Payment Period”a "Default Payment"). (cB) In If the event Registration Statement has not been declared effective within 120 days after the Filing Date and provided that VPVP elects such Holder is not able to receive Liquidated Damages Payments in freely transfer the form of New Athletics Common Stock, and such payments would result in the issuance of shares in excess Registrable Securities pursuant to Rule 144(k) of the Share CapAct, Parent shallthen (x) the Call Options shall become immediately exercisable and (y) each Holder shall have the right to sell at any time after the 150th day after the Closing Date any or all of its Registrable Securities and at the Mandatory Repurchase Price (as defined below). Each Holder shall exercise such right by providing the Company with written notice thereof (the "PUT NOTICE"), which such Put Notice shall include the type and amount of each security that the Holder seeks to repurchase and a date at VPVP’s electionleast five (5) business days from the date thereof on which the Holder seeks the repurchase to occur. The "MANDATORY REPURCHASE PRICE" shall be equal to, either: (i) issue VPVP shares of New Athletics Common Stock up with respect to the Share Cap and deliver Registrable Securities to be sold in accordance with this paragraph, (x) the remainder number of such shares multiplied by (y) 115% of the Liquidated Damages Payments in cash, such payments Market Price on the date the Holder acquires the right to be made within require the Payment Period; or (ii) issue VPVP Company to repurchase the shares of New Athletics Common Stock up to or the Share Cap within date upon which the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval for Holder received the issuance to VPVP of shares of New Athletics Common Stock in excess of the Share Capshares. (d) Notwithstanding anything to the contrary contained in this Section 6.2 or in any other provision of this Agreement, the Liquidated Damages Payments provided in this Section 6.2 shall be VPVP’s sole and exclusive monetary remedy in the event of the occurrence of any of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof; provided, however, that VPVP shall retain all equitable remedies then available to it.

Delay in Effectiveness of Registration Statement. (a) Parent further The Company agrees that it shall file the Registration Statement complying with the requirements of this Agreement promptly and shall use its best efforts to cause such Registration Statement to become effective as soon as possible and in any event prior to 120 days following the initial closing of the purchase (ithe "Closing Date") in (the "Effective Date"). In the event the that such Registration Statement has not been filed with declared effective within 120 days from the SEC within thirty Closing Date, then the percentage (30initially 125% or 85%, as the case may be) days employed to determine the "Conversion Price" pursuant to Section 5(c) of the Debentures (the "Agreed Percentage") shall be reduced by 1% during and after the Measure Date, VPVP shall be entitled to receive first 30-day period from Parent liquidated damages in an amount equal to 1.0% and after the 120th day following the Closing Date during any part of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on which such Registration Statement (a “Liquidated Damages Payment”); (ii) in the event is not effective, and such Agreed Percentage shall be further reduced by an additional 1.5% during and after each subsequent 30-day period thereafter during any part of which the Registration Statement has is not been filed with effective. In each case, the SEC within sixty (60) days after Agreed Percentage and the Measure Date, VPVP Conversion Price shall be entitled subject to receive from Parent an additional Liquidated Damages Payment; (iii) further adjustment as set forth in the event Debenture and the Purchase Agreement. If the Registration Statement has not been declared effective by the SEC within ninety (90) 180 days after the Measure Closing Date, VPVP then each Holder shall be entitled to receive an additional Liquidated Damages Payment and (iv) Parent shall make an additional Liquidated Damages Payment for each thirty- (30)-day period thereafter (pro rated for any period of less than thirty (30) days) until have the Registration Statement has been declared effective; although right in no event shall the aggregate Liquidated Damages Payments in any thirty- (30)-day period exceed 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement. (b) Liquidated Damages Payments may, at VPVP’s option, be delivered to VPVP in the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereof, Parent shall deliver all Liquidated Damages Payments to VPVP by the fifth (5th) Business Day after the occurrence of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof, as applicable (the “Payment Period”). (c) In the event that VPVP elects to receive Liquidated Damages Payments in the form of New Athletics Common Stock, and such payments would result in the issuance of shares in excess of the Share Cap, Parent shall, at VPVP’s election, either: its sole discretion (i) issue VPVP shares of New Athletics Common Stock up to sell its Debentures to the Share Cap and deliver Company (in whole or in part) at a price in immediately available funds (the remainder "Premium Conversion Price") equal to 1.25 times (i.e., 125% of) the Outstanding Principal Amount of the Liquidated Damages Payments in cashDebentures plus any accrued but unpaid or unrecognized interest or default payments, such payments to be made within the Payment Period; or and/or (ii) issue VPVP require the Company to redeem the Warrants for cash in an amount (the "Warrant Redemption Price") equal to (x) the product of (I) the number of shares of New Athletics Common Stock up exercisable under the Warrants (without regard to any beneficial ownership limitations contained therein), multiplie by (II) the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval average closing bid price for the issuance to VPVP ten (10) consecutive trading days immediately preceding the notice of redemption of such Warrants, minus (y) the product of (I) the number of shares exercisable under the Warrants (without regard to any beneficial ownership limitations contained therein), multiplied by (II) the Exercise Price (as defined in the Warrants). Payment of New Athletics Common Stock in excess such amount shall be due and payable within 3 business days of demand therefor, which demand shall be revocable by the Holder at any time prior to its actual receipt of the Share CapPremium Conversion Price. (d) Notwithstanding anything to the contrary contained in this Section 6.2 or in any other provision of this Agreement, the Liquidated Damages Payments provided in this Section 6.2 shall be VPVP’s sole and exclusive monetary remedy in the event of the occurrence of any of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof; provided, however, that VPVP shall retain all equitable remedies then available to it.

Delay in Effectiveness of Registration Statement. (a) Parent further agrees that (i) in In the event the Registration Statement has not been filed with the SEC within thirty (30) days after the Measure Date, VPVP shall be entitled to receive from Parent liquidated damages in an amount equal to 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement (a “Liquidated Damages Payment”); (ii) in the event the Registration Statement has not been filed with the SEC within sixty (60) days after the Measure Date, VPVP shall be entitled to receive from Parent an additional Liquidated Damages Payment; (iii) in the event the Registration Statement has not been declared effective by the SEC within ninety Effectiveness Deadline, then the Company shall pay to each Holder a Monthly Delay Payment (90as defined below) days after on the Measure Datefirst business day following the Effectiveness Deadline. In addition, VPVP the Company shall be entitled pay to receive an additional Liquidated Damages Payment and (iv) Parent shall make an additional Liquidated Damages each Holder a Monthly Delay Payment for each thirty- 30 day period (30)-day period or portion thereof) thereafter (pro rated for any period of less than thirty (30) days) until during which the Registration Statement has not been declared effective; although . Such Monthly Delay Payments shall not in no event shall the aggregate Liquidated Damages Payments in any thirty- (30)-day period exceed 1.0% of the total aggregate purchase price of maximum percentage permitted by law. In the Registrable Shares purchased event that the Registration Statement has not been declared effective within 150 days following the Effective Deadline, then each Holder, may at its option, cause the Company to redeem the Securities held by VPVP that are to be registered on such Registration StatementHolder, at the Premium Redemption Price. (b) Liquidated Damages Payments mayAs used in this Agreement, a "Monthly Delay Payment" shall be a cash payment equal to (x) 1.5% of the aggregate Purchase Price paid by a Holder, payable on the date on which the specified condition in this Section 2(b) has not been fulfilled or the specified deficiency has not been remedied, and (y) 2% of the sum of the aggregate Purchase Price paid for the Preferred Shares then held by such Holder and the aggregate Fair Market Price of the Registrable Securities then held by such Holder (with Warrants considered on an as-exercised basis), payable for each 30-day period thereafter (or portion thereof) that the specified condition in this Section 2(b) has not been fulfilled or the specified deficiency has not been remedied. Payment of the Monthly Delay Payments, and any Premium Redemption Price payment due pursuant to the other provisions of this Section 2(b), shall be due and payable from the Company to such Holder within 5 business days of demand therefor. Without limiting the foregoing, if payment in immediately available funds of the Premium Redemption Price is not made within such 5 business day period, the Holder may revoke and withdraw in whole or in part its election to cause the Company to make such mandatory purchase at VPVP’s optionany time prior to its receipt of such cash, be delivered without prejudice to VPVP its ability to elect to receive that particular or other Premium Redemption Price payments in the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereof, Parent shall deliver all Liquidated Damages Payments to VPVP by the fifth (5th) Business Day after the occurrence of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof, as applicable (the “Payment Period”)future. (c) In Notwithstanding anything herein to the contrary, in the event that VPVP elects any delay described hereunder entitles the Holders to receive Liquidated Damages any Monthly Delay Payments in the form of New Athletics Common Stock, and such payments would result in the issuance of shares in excess of the Share Cap, Parent shall, at VPVP’s election, either: (i) issue VPVP shares of New Athletics Common Stock up to the Share Cap and deliver the remainder of the Liquidated Damages Payments in cash, such payments to be made within the Payment Period; or (ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval for the issuance to VPVP of shares of New Athletics Common Stock in excess of the Share Cap. (d) Notwithstanding anything to the contrary contained and/or redemption rights set forth in this Section 6.2 or in any other provision of this Agreement2(b), the Liquidated Damages Payments provided number of days constituting such delay shall exclude any days in this Section 6.2 shall be VPVP’s sole and exclusive monetary remedy in which such delay was caused solely by the event Holders as a result of an action by the occurrence of Holders to restrain, enjoin, or otherwise delay any of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof; provided, however, that VPVP shall retain all equitable remedies then available to itregistration.

Delay in Effectiveness of Registration Statement. (aA) Parent further agrees that (i) in In the event the that such Registration Statement has not been filed with declared effective within 90 days from the SEC within thirty (30) days after the Measure Closing Date, VPVP then the Company shall be entitled to receive from Parent liquidated damages in an amount equal to 1.0% pay each Holder a Monthly Delay Payment (as defined below) for each 30 day period (or portion thereof) that effectiveness of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement (a “Liquidated Damages Payment”); (ii) in the event the Registration Statement has not been filed with is delayed. In addition to the SEC within sixty (60) days after the Measure Dateforegoing, VPVP shall be entitled to receive from Parent an additional Liquidated Damages Payment; (iii) in the event if the Registration Statement has not been declared effective by the SEC within ninety (90) 120 days after the Measure Closing Date, VPVP then each Holder shall be entitled have the right but not the obligation to receive an additional Liquidated Damages Payment sell to the Company, and the Company shall have the obligation to purchase for immediately available funds, at any time after the 120th day after the Closing Date, any or all of its Purchased Shares for a per share consideration (ivthe "Mandatory Repurchase Price") Parent shall make an additional Liquidated Damages Payment for each thirty- (30)-day period thereafter (pro rated for any period of less than thirty (30) days) until the Registration Statement has been declared effective; although in no event shall the aggregate Liquidated Damages Payments in any thirty- (30)-day period exceed 1.0equal to 120% of the total aggregate original purchase price of each Purchased Share being sold to the Registrable Shares purchased by VPVP that are to be registered on such Registration StatementCompany. (bB) Liquidated Damages Payments mayAs used in this Agreement, at VPVP’s option, a "Monthly Delay Payment" shall be delivered to VPVP a five year Warrant in substantially the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereofAnnex A to the Purchase Agreement, Parent shall deliver all Liquidated Damages Payments but having an economic value to VPVP by the fifth (5th) Business Day after the occurrence Holders at issuance equal to 1% of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof, as applicable (the “Payment Period”). (c) In the event that VPVP elects to receive Liquidated Damages Payments in the form of New Athletics Common Stock, and such payments would result in the issuance of shares in excess Purchase Price of the Share Cap, Parent shall, at VPVP’s election, either: (i) issue VPVP shares of New Athletics Common Stock up to the Share Cap and deliver the remainder of the Liquidated Damages Payments in cash, such payments to be made within the Payment Period; or (ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval Purchased Shares held by a Holder for the issuance to VPVP of shares of New Athletics Common Stock in excess of initial 30 day period (or portion thereof) that the Share Cap. (d) Notwithstanding anything to the contrary contained specified condition in this Section 6.2 2(b) has not been fulfilled or the specified deficiency has not been remedied, and 1 1/2% of the Purchase Price of the Purchased Shares held by a Holder for each subsequent such 30 day period (or portion thereof). Payment of the Monthly Delay Payments and Mandatory Repurchase Price shall be due and payable from the Company to such Holder within five (5) business days of demand therefor. Without limiting the foregoing, if cash payment of the Mandatory Repurchase Price is not made within such 5 business day period, the Holder may revoke and withdraw in whole or in part its election to cause the Company to make such mandatory purchase at any other provision time prior to its receipt of this Agreementsuch cash, without prejudice to its ability to elect to receive the Liquidated Damages Payments provided in this Section 6.2 shall be VPVP’s sole and exclusive monetary remedy Mandatory Repurchase Price in the event of the occurrence of any of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof; provided, however, that VPVP shall retain all equitable remedies then available to itfuture.

Delay in Effectiveness of Registration Statement. (aA) Parent further agrees that (i) in In the event the that such Registration Statement has not been filed with declared effective within the SEC within thirty periods specified in Section 2(a)(i), then the Company shall pay each Holder a Monthly Delay Payment (30as defined below) days after the Measure Date, VPVP shall be entitled to receive from Parent liquidated damages in an amount equal to 1.0% for each 30 day period (or portion thereof) that effectiveness of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement (a “Liquidated Damages Payment”); (ii) in the event the Registration Statement has not been filed with is delayed. In addition to the SEC within sixty (60) days after the Measure Dateforegoing, VPVP shall be entitled to receive from Parent an additional Liquidated Damages Payment; (iii) in the event if for any reason the Registration Statement has not been declared effective by the SEC within ninety (90) 210 days after the Measure Closing Date, VPVP then each Holder shall have the right but not the obligation to sell to the Company, and the Company shall have the obligation to purchase for immediately available funds, at any time after the 210th day after the Closing Date, any or all of its Purchased Shares or Warrants for a per share consideration equal to the applicable Mandatory Redemption Price. (B) As used in this Agreement, a "MONTHLY DELAY PAYMENT" shall be entitled a payment in immediately available funds equal to 1% of the Aggregate Share Purchase Price of the Purchased Shares held by a Holder for the initial 30 day period (or portion thereof) that the specified condition in this Section 2(b) has not been fulfilled or the specified deficiency has not been remedied, and 2% of the Share Purchase Price of the Purchased Shares held by a Holder for each subsequent such 30 day period (or portion thereof) that the specified condition in this Section 2(B) has not been fulfilled or the specified deficiency has not been remedied (prorated in each case as appropriate). Payment of the Monthly Delay Payments and Mandatory Redemption Price shall be due and payable from the Company to such Holder within five (5) business days of demand therefor. Without limiting the foregoing, if payment in immediately available funds of the Mandatory Redemption Price is not made within such 5 business day period, the Holder may revoke and withdraw in whole or in part its election to cause the Company to make such mandatory purchase at any time prior to its receipt of such cash, without prejudice to its ability to elect to receive an additional Liquidated Damages Payment and (iv) Parent shall make an additional Liquidated Damages Payment that particular or other Mandatory Redemption Price payments in the future. An Investor may only exercise its right to cause the Company to repurchase at the Mandatory Redemption Price as a result of a particular event or circumstance for each thirty- (30)-day period thereafter (pro rated for any a period of less than thirty 150 days following the later of (30i) daysits receipt of a written notice from the Company informing that Investor of such event or circumstance or (ii) until the date on which the Mandatory Redemption Price put right first becomes available to such Investor in respect of such event or circumstance. A failure of an Investor to cause a Mandatory Redemption Price repurchase within such 150 day period shall not limit that Investor's right to cause Mandatory Redemption Price repurchases with respect to any other triggering event or circumstance. (C) Notwithstanding the foregoing, for purposes of determining the Monthly Delay Payment there shall be excluded from the calculation of the number of days that the Registration Statement has not been declared effective; although in no event shall , the aggregate Liquidated Damages Payments in any thirty- (30)-day period exceed 1.0% number of delayed days which are solely attributable to delays due to the total aggregate purchase price of Investor not providing the Registrable Shares purchased by VPVP that are to be registered on such Company with information required for the Registration Statement. (b) Liquidated Damages Payments may, at VPVP’s option, be delivered to VPVP in the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereof, Parent shall deliver all Liquidated Damages Payments to VPVP Statement and requested by the fifth (5th) Business Day after Company, assuming the occurrence of Company has complied with the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof, as applicable (the “Payment Period”). (c) In the event that VPVP elects to receive Liquidated Damages Payments in the form of New Athletics Common Stock, and such payments would result in the issuance of shares in excess of the Share Cap, Parent shall, at VPVP’s election, either: (i) issue VPVP shares of New Athletics Common Stock up to the Share Cap and deliver the remainder of the Liquidated Damages Payments in cash, such payments to be made within the Payment Period; or (ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval for the issuance to VPVP of shares of New Athletics Common Stock in excess of the Share Cap. (d) Notwithstanding anything to the contrary timing requirements contained in this Section 6.2 or in any other provision of this Agreement, the Liquidated Damages Payments provided in this Section 6.2 shall be VPVP’s sole and exclusive monetary remedy in the event of the occurrence of any of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof; provided, however, that VPVP shall retain all equitable remedies then available to it.

Delay in Effectiveness of Registration Statement. (aA) Parent further agrees that (i) in In the event the Registration Statement has not been filed with the SEC within thirty (30) days after the Measure Date, VPVP shall be entitled to receive from Parent liquidated damages in an amount equal to 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement (a “Liquidated Damages Payment”); (ii) in the event the Registration Statement has not been filed with the SEC within sixty (60) days after the Measure Date, VPVP shall be entitled to receive from Parent an additional Liquidated Damages Payment; (iii) in the event the Registration Statement has not been declared effective by within 90 days from the SEC within ninety (90) days after the Measure Closing Date, VPVP then the Company shall pay each Holder Monthly Delay Payments (as defined and described below). (B) As used in this Agreement, a "Monthly Delay Payment" shall be a cash payment equal to 1% of the principal amount of the Notes held by a Holder for the first 30 day period (or portion thereof) that the specified condition in this Section 2(b) has not been fulfilled or the specified deficiency has not been remedied, 2% of such principal amount for the next 30 day period (or portion thereof) that the specified condition has not been fulfilled or the specified deficiency has not been remedied, and 3% of such principal amount for each subsequent 30 day period (or portion thereof) that the specified condition has not been fulfilled or the specified deficiency has not been remedied. Payment of the foregoing cash amounts shall be due and payable from the Company to such Holder within 5 business days of demand therefor. At the option of the Holder, Monthly Delay Payments may be added to the principal amount of the Notes held by it. If a Holder becomes entitled to receive an additional Liquidated Damages Payment and Monthly Delay Payments at any given time under more than one provision of this Section 2(b), the Company shall only be obligated to make Monthly Delay Payments under one provision of this Section 2(b). (ivC) Parent Notwithstanding the foregoing, there shall make an additional Liquidated Damages Payment for each thirty- (30)-day period thereafter (pro rated for any period be excluded from the calculation of less than thirty (30) days) until the number of days that the Registration Statement has not been declared effective; although effective the delays which are solely attributable to delays in no event shall the aggregate Liquidated Damages Payments in any thirty- (30)-day period exceed 1.0% of Holders providing Requisite Information required for the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement. (b) Liquidated Damages Payments may, at VPVP’s option, be delivered to VPVP in the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereof, Parent shall deliver all Liquidated Damages Payments to VPVP by the fifth (5th) Business Day after the occurrence of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof, as applicable (the “Payment Period”). (c) In the event that VPVP elects to receive Liquidated Damages Payments in the form of New Athletics Common Stock, and such payments would result in the issuance of shares in excess of the Share Cap, Parent shall, at VPVP’s election, either: (i) issue VPVP shares of New Athletics Common Stock up to the Share Cap and deliver the remainder of the Liquidated Damages Payments in cash, such payments to be made within the Payment Period; or (ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval for the issuance to VPVP of shares of New Athletics Common Stock in excess of the Share Cap. (d) Notwithstanding anything to the contrary contained in this Section 6.2 or in any other provision of this Agreement, the Liquidated Damages Payments provided in this Section 6.2 shall be VPVP’s sole and exclusive monetary remedy in the event of the occurrence of any of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof; provided, however, that VPVP shall retain all equitable remedies then available to it.

Delay in Effectiveness of Registration Statement. (aA) Parent further agrees In the event that such Registration Statement/Prospectus has not been declared effective by the Effectiveness Deadline, or the Company at any time fails to issue unlegended Registrable Securities to the extent required by Article VI of the Purchase Agreement, then the Company shall pay each Holder (other than (i) in the event the case of a Registration Statement has not been filed declared effective, a Holder of Registrable Securities that the Company could exclude from registration in accordance with the SEC within thirty (30) days after the Measure Date, VPVP shall be entitled to receive from Parent liquidated damages in an amount equal to 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement (a “Liquidated Damages Payment”); Section 9 and (ii) in the event case of a failure to issue unlegended certificates in accordance with the Purchase Agreement, a Holder that is not a party to, including as a permitted assignee bound to, the Purchase Agreement) a Monthly Delay Payment (as defined below) with respect to each successive 30-day period (or portion thereof appropriately prorated) thereafter that effectiveness of the Registration Statement has not been filed with is delayed or failure to issue such unlegended Registrable Securities persists. (B) Subject to subsection (C)(II) below, as used in this Agreement, a "Monthly Delay Payment" shall be a cash payment equal to 1.5% of the SEC within sixty amount equal to (60x) the Conversion Price multiplied by (y) the sum of the number of Underlying Shares that are Registrable Securities and held by the applicable Holder plus the number of Underlying Shares issuable upon conversion of Debentures held by such Holder. Payment of the Monthly Delay Payments shall be due and payable from the Company to such Holder on the later of (I) the end of the applicable 30-day period or portion thereof and (II) five business days after demand therefor. At the Measure Dateoption of the Holder, VPVP Monthly Delay Payments may be added to the outstanding Principal Amount of the Debentures held by it. (C) Notwithstanding the foregoing, there shall be entitled to receive excluded from Parent an additional Liquidated Damages Payment; (iii) in the event calculation of the number of days that the Registration Statement has not been declared effective by the SEC within ninety (90) days after delays which are solely attributable to delays in the Measure Date, VPVP shall be entitled to receive an additional Liquidated Damages Payment and (iv) Parent shall make an additional Liquidated Damages Payment Purchaser providing information required for each thirty- (30)-day period thereafter (pro rated for any period of less than thirty (30) days) until the Registration Statement has been declared effective; although in no event shall the aggregate Liquidated Damages Payments in any thirty- (30)-day period exceed 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement. (b) Liquidated Damages Payments may, at VPVP’s option, be delivered to VPVP in the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereof, Parent shall deliver all Liquidated Damages Payments to VPVP by the fifth (5th) Business Day after the occurrence of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof, as applicable (the “Payment Period”). (c) In the event that VPVP elects to receive Liquidated Damages Payments in the form of New Athletics Common Stock, and such payments would result in the issuance of shares in excess of the Share Cap, Parent shall, at VPVP’s election, either: (i) issue VPVP shares of New Athletics Common Stock up to the Share Cap and deliver the remainder of the Liquidated Damages Payments in cash, such payments to be made within the Payment Period; or (ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval for the issuance to VPVP of shares of New Athletics Common Stock in excess of the Share Cap. (d) Notwithstanding anything to the contrary contained in this Section 6.2 or in any other provision of this Agreement, the Liquidated Damages Payments provided in this Section 6.2 shall be VPVP’s sole and exclusive monetary remedy in the event of the occurrence of any of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof; provided, however, that VPVP shall retain all equitable remedies then available to it.

Delay in Effectiveness of Registration Statement. (a) Parent further agrees that (i) in the event If the Registration Statement has is not been filed effective on or prior to the Effective Deadline, then for each day following the Effective Deadline, until but excluding the date the Registration Statement becomes effective, the Company shall, for each such day, pay each Purchaser with the SEC within thirty (30) days after the Measure Daterespect to any such failure, VPVP shall be entitled to receive from Parent as liquidated damages in and not as a penalty, an amount per 30-day period equal to 1.0% (accruing daily) of the total purchase price paid pursuant to this Agreement by such Purchaser for the Shares owned by such Purchaser at such time; and for any such 30-day period (or a portion thereof), such payment shall be made no later than three (3) business days following such 30-day period (or the day the Registration Statement becomes effective). If such Purchaser shall be prohibited from selling Shares under the Registration Statement as a result of a Suspension of more than forty-five (45) consecutive days in any 90-day period or Suspensions on more than two occasions of not more than forty-five (45) days each in any 365-day period, then for each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.0% (accruing daily) of the purchase price paid pursuant to this Agreement by such Purchaser for the Shares owned by such Purchaser at such time, and for any such 30-day period (or a portion thereof), such payment shall be made no later than three (3) business days following such 30-day period (or the day the Suspension is lifted). For purposes of this Section 7.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to such Purchaser pursuant to Section 7.1 of this Agreement. Any payments made pursuant to this Section 7.6 shall constitute such Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, the liquidated damages payable to such Purchaser shall not exceed 12% of the aggregate purchase price of paid by such Purchaser for the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement (a “Liquidated Damages Payment”); (ii) in the event the Registration Statement has not been filed with the SEC within sixty (60) days after the Measure Date, VPVP shall be entitled to receive from Parent an additional Liquidated Damages Payment; (iii) in the event the Registration Statement has not been declared effective by the SEC within ninety (90) days after the Measure Date, VPVP shall be entitled to receive an additional Liquidated Damages Payment and (iv) Parent shall make an additional Liquidated Damages Payment for each thirty- (30)-day period thereafter (pro rated for any period of less than thirty (30) days) until the Registration Statement has been declared effective; although in no event shall the aggregate Liquidated Damages Payments Company be obligated to pay any liquidated damages pursuant to this Section 7.6 to more than one Purchaser in any thirty- (30)-day period exceed 1.0% respect of the total aggregate purchase price same Shares for the same period of time. Such payments shall be made to the Registrable Shares purchased by VPVP Purchasers in cash. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven (7) days after the date of written demand therefor, the Company will pay interest thereon at a rate of 10% per annum (or such lesser maximum amount that are is permitted to be registered on paid by applicable law) to such Registration StatementPurchaser, accruing daily from the date such liquidated damages are due until such amounts, plus all interest thereon, are paid in full. (b) Liquidated Damages Payments may, at VPVP’s option, be delivered to VPVP in the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereof, Parent shall deliver all Liquidated Damages Payments to VPVP by the fifth (5th) Business Day after the occurrence of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof, as applicable (the “Payment Period”). (c) In the event that VPVP elects to receive Liquidated Damages Payments in the form of New Athletics Common Stock, and such payments would result in the issuance of shares in excess of the Share Cap, Parent shall, at VPVP’s election, either: (i) issue VPVP shares of New Athletics Common Stock up to the Share Cap and deliver the remainder of the Liquidated Damages Payments in cash, such payments to be made within the Payment Period; or (ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval for the issuance to VPVP of shares of New Athletics Common Stock in excess of the Share Cap. (d) Notwithstanding anything to the contrary contained in this Section 6.2 or in any other provision of this Agreement, the Liquidated Damages Payments provided in this Section 6.2 shall be VPVP’s sole and exclusive monetary remedy in the event of the occurrence of any of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof; provided, however, that VPVP shall retain all equitable remedies then available to it.

Delay in Effectiveness of Registration Statement. (a) Parent further The Company agrees that (i) in the event it shall file the Registration Statement has not been filed complying with the SEC within thirty (30) days after the Measure Date, VPVP requirements of this Agreement promptly and shall be entitled use its best efforts to receive from Parent liquidated damages in an amount equal to 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on cause such Registration Statement to become effective as soon as possible and in any event prior to 90 days following the initial closing of the purchase (a “Liquidated Damages Payment”the "EFFECTIVE DATE"); (ii) in . In the event the Registration Statement has not been filed with the SEC within sixty (60) days after the Measure Date, VPVP shall be entitled to receive from Parent an additional Liquidated Damages Payment; (iii) in the event that the Registration Statement has not been declared effective within 90 days from the Closing Date, then the "CONVERSION PRICE" pursuant to Section 5(c) of the Debentures shall be reduced by the SEC within ninety (90) days 1% during and after the Measure Datefirst 30-day period from and after the 90th day following the Closing Date during any part of which such Registration Statement is not effective, VPVP and such "CONVERSION PRICE" shall be entitled to receive further reduced by an additional Liquidated Damages Payment 1.5% during and (iv) Parent shall make an additional Liquidated Damages Payment for after each thirty- (30)-day subsequent 30-day period thereafter (pro rated for during any period part of less than thirty (30) days) until which the Registration Statement has been declared is not effective; although in no event shall . The Company acknowledges that the aggregate Liquidated Damages Payments in any thirty- (30)-day period exceed 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are Conversion Price is also subject to be registered on such Registration Statement. (b) Liquidated Damages Payments may, at VPVP’s option, be delivered to VPVP further adjustment as set forth in the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereof, Parent shall deliver all Liquidated Damages Payments to VPVP by the fifth (5th) Business Day after the occurrence of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof, as applicable (the “Payment Period”). (c) In the event that VPVP elects to receive Liquidated Damages Payments in the form of New Athletics Common StockDebentures, and such payments would result in the issuance of shares in excess of the Share Cap, Parent shall, at VPVP’s election, either: (i) issue VPVP shares of New Athletics Common Stock up to the Share Cap and deliver the remainder of the Liquidated Damages Payments in cash, such payments to be made within the Payment Period; or (ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval for the issuance to VPVP of shares of New Athletics Common Stock in excess of the Share Cap. (d) Notwithstanding anything to the contrary contained in this Section 6.2 or in any other provision of this Purchase Agreement, the Liquidated Damages Payments provided in this Section 6.2 shall be VPVP’s sole and exclusive monetary remedy in the event of the occurrence of any of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof; provided, however, that VPVP once the Registration Statement first becomes effective, there can be no further adjustment to the Conversion Price under this Section 2(b)(i). If the Registration Statement has not been declared effective within 150 days after the Closing Date, then each Holder shall retain all equitable remedies have the right in its sole discretion to sell its Debentures to the Company (in whole or in part) at a price in immediately available funds (the "PREMIUM CONVERSION PRICE") equal to the greater of (x) 1.2 times (I.E., 120% of) the Outstanding Principal Amount of the Debentures then available held by such Holder plus any accrued but unpaid interest or default payments and (y) the number of shares of Common Stock issuable upon conversion of the Outstanding Principal Amount of the Debentures then held by such Holder plus any accrued but unpaid or unrecognized interest or default payments relating to itsuch Debentures times the Market Price for one Share of Common Stock on the day prior to the day such Holder notifies the Company it intends to exercise its right to the Premium Conversion Price.

Delay in Effectiveness of Registration Statement. (aA) Parent further agrees In the event that such Registration Statement has not been declared effective by: (x) the Effectiveness Deadline if the SEC does not elect to review the Registration Statement or (y) within 150 days of the Approval Date, if the SEC elects to review the Registration Statement, or the Company at any time fails to issue unlegended Registrable Securities to the extent required by Section 7 of the Amendment Agreement, then the Company shall pay each Holder (other than (i) in the event the case of a Registration Statement has not been filed declared effective, a Holder of Registrable Securities that the Company could exclude from registration in accordance with the SEC within thirty (30) days after the Measure Date, VPVP shall be entitled to receive from Parent liquidated damages in an amount equal to 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement (a “Liquidated Damages Payment”); Section 9 and (ii) in the event case of a failure to issue unlegended certificates in accordance with the Amendment Agreement, a Holder that is not a party to, including as a permitted assignee bound to, the Amendment Agreement) a Monthly Delay Payment (as defined below) with respect to each successive 30-day period (or portion thereof appropriately prorated) thereafter that effectiveness of the Registration Statement has not been filed with is delayed or failure to issue such unlegended Registrable Securities persists. (B) Subject to subsection (C)(II) below, as used in this Agreement, a “Monthly Delay Payment” shall be a cash payment equal to 1% of the SEC within sixty amount equal to (60x) the conversion price of the Amended and Restated Notes multiplied by (y) the sum of the number of Conversion Shares that are Registrable Securities and held by the applicable Holder plus the number of Conversion Shares issuable upon conversion of Amended and Restated Notes held by such Holder. Payment of the Monthly Delay Payments shall be due and payable from the Company to such Holder on the later of (I) the end of the applicable 30-day period or portion thereof and (II) 5 business days after demand therefor. At the Measure Dateoption of the Holder, VPVP Monthly Delay Payments may be added to the outstanding Principal Amount of the Amended and Restated Notes held by it. (C) Notwithstanding the foregoing, (I) there shall be entitled to receive excluded from Parent an additional Liquidated Damages Payment; (iii) in the event calculation of the number of days that the Registration Statement has not been declared effective by the SEC within ninety (90) days after delays which are solely attributable to delays in the Measure Date, VPVP shall be entitled to receive an additional Liquidated Damages Payment and (iv) Parent shall make an additional Liquidated Damages Payment Lenders providing information required for each thirty- (30)-day period thereafter (pro rated for any period of less than thirty (30) days) until the Registration Statement has been declared effectiveor to the Lenders not having otherwise complied with their obligations hereunder; although in no event shall (II) the aggregate Liquidated Damages amount of Monthly Delay Payments in payable to a Purchaser pursuant to this Agreement shall not exceed ten (10) times the amount of Monthly Delay Payment calculated for such Purchaser pursuant to subsection (B) above; and (III) no Monthly Delay Payments shall accrue as to any thirty- (30)-day period exceed 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement. (b) Liquidated Damages Payments may, at VPVP’s option, be delivered to VPVP in the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereof, Parent shall deliver all Liquidated Damages Payments to VPVP by the fifth (5th) Business Day Securities from and after the occurrence of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof, as applicable (the “Payment Period”)date such security is no longer a Registrable Security. (c) In the event that VPVP elects to receive Liquidated Damages Payments in the form of New Athletics Common Stock, and such payments would result in the issuance of shares in excess of the Share Cap, Parent shall, at VPVP’s election, either: (i) issue VPVP shares of New Athletics Common Stock up to the Share Cap and deliver the remainder of the Liquidated Damages Payments in cash, such payments to be made within the Payment Period; or (ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval for the issuance to VPVP of shares of New Athletics Common Stock in excess of the Share Cap. (d) Notwithstanding anything to the contrary contained in this Section 6.2 or in any other provision of this Agreement, the Liquidated Damages Payments provided in this Section 6.2 shall be VPVP’s sole and exclusive monetary remedy in the event of the occurrence of any of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof; provided, however, that VPVP shall retain all equitable remedies then available to it.

Delay in Effectiveness of Registration Statement. If a Registration Statement is not declared effective by the Commission on or prior to its Required Effective Date, then, in addition to any other rights available to the Purchasers, on each such Required Effective Date and on each monthly anniversary of each such Required Effective Date (a) Parent further agrees that (i) in the event if the Registration Statement has shall not been filed with the SEC within thirty (30) days after the Measure Date, VPVP shall be entitled to receive from Parent liquidated damages in an amount equal to 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement (a “Liquidated Damages Payment”); (ii) in the event the Registration Statement has not been filed with the SEC within sixty (60) days after the Measure Date, VPVP shall be entitled to receive from Parent an additional Liquidated Damages Payment; (iii) in the event the Registration Statement has not have been declared effective by the SEC within ninety (90) days after the Measure Date, VPVP shall be entitled to receive an additional Liquidated Damages Payment and (iv) Parent shall make an additional Liquidated Damages Payment for each thirty- (30)-day period thereafter (pro rated for any period of less than thirty (30) daysCommission by such date) until the Registration Statement has been declared effective; although in no event effective by the Commission, the Company shall the aggregate Liquidated Damages Payments in any thirty- (30)-day period exceed 1.0pay to each Purchaser, as liquidated damages and not as a penalty, a cash payment equal to 1% of the total aggregate purchase price paid by such Purchaser to the Company with respect to the Shares then held by such Purchaser that are Registrable Securities. The parties agree that the Company will not be liable for liquidated damages under this Section 8.2 in respect of the Warrants or the Warrant Shares. The liquidated damages pursuant to the terms hereof shall apply on a pro rata basis for any portion of a month prior to the Registration Statement being declared effective by the Commission; provided that the maximum aggregate liquidated damages payable to a Purchaser under this Section 8.2 shall not exceed 8% of the aggregate purchase price of the Registrable Shares purchased by VPVP such Purchaser pursuant to this Agreement. The parties agree that are such liquidated damages shall not be the exclusive damages under this Agreement with respect to be registered on such the Registration Statement. (b) Liquidated Damages Payments may, at VPVP’s option, be delivered to VPVP in the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereof, Parent shall deliver all Liquidated Damages Payments to VPVP Statement not being declared effective by the fifth (5th) Business Day after Commission on or prior to its Required Effective Date. Notwithstanding the occurrence of the events described in clauses (i), (ii), (iii) foregoing or (iv) of Section 6.2(a) hereof, as applicable (the “Payment Period”). (c) In the event that VPVP elects to receive Liquidated Damages Payments in the form of New Athletics Common Stock, and such payments would result in the issuance of shares in excess of the Share Cap, Parent shall, at VPVP’s election, either: (i) issue VPVP shares of New Athletics Common Stock up to the Share Cap and deliver the remainder of the Liquidated Damages Payments in cash, such payments to be made within the Payment Period; or (ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval for the issuance to VPVP of shares of New Athletics Common Stock in excess of the Share Cap. (d) Notwithstanding anything to the contrary contained in this Section 6.2 herein, no liquidated or in any other provision of this Agreement, the Liquidated Damages Payments provided in this Section 6.2 damages shall be VPVP’s sole and exclusive monetary remedy due in respect of the failure to have any Registration Statement declared effective on the Required Effective Date in the event of the occurrence of any of the events described in clauses that such failure results from (i)) the Commission specifically prohibiting the use of such Registration Statement to register the Registrable Securities, (ii), (iiiprovided that the Company is complying with its obligations pursuant to Section 8.1(a)(i) or (ivii) a breach by the Purchaser of Section 6.2(a) hereof; provided, however, that VPVP shall retain all equitable remedies then available to itits obligations under this Agreement.

Delay in Effectiveness of Registration Statement. (aA) Parent further agrees that (i) in In the event the that such Registration Statement has not been filed with declared effective within 60 days from the SEC within thirty (30) days after the Measure Tranche Closing Date, VPVP then the Company shall be entitled to receive from Parent liquidated damages in an amount equal to 1.0% pay each Holder a Monthly Delay Payment (as defined below) for each 30 day period (or portion thereof) that effectiveness of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement (a “Liquidated Damages Payment”); (ii) in the event the Registration Statement has not been filed with is delayed. In addition to the SEC within sixty (60) days after the Measure Dateforegoing, VPVP shall be entitled to receive from Parent an additional Liquidated Damages Payment; (iii) in the event if the Registration Statement has not been declared effective by the SEC within ninety (90) 120 days after the Measure Tranche Closing Date, VPVP then each Holder shall have the right to sell, at any time after the 120th day after the Tranche Closing Date, any or all of its Preferred Shares to the Company for consideration (the "Mandatory Repurchase Price") equal to the greater of (x) 120% of the Liquidation Preference of all such Preferred Shares being sold to the Company or (y) the Liquidation Preference for the Preferred Shares being sold to the Company divided by the then applicable Conversion Price multiplied by the greater of the last closing price of the Common Stock on (i) the date a Holder exercises its option pursuant to this Section 2(b) to require repurchase of Preferred Shares or (ii) the date on which the event triggering Holder's remedies under this Section 2(b) first occurred, in each case payable in cash. (B) As used in this Agreement, a "Monthly Delay Payment" shall be entitled a cash payment equal to receive an additional Liquidated Damages Payment 1% of the Liquidation Preference of the Preferred Shares held by a Holder for the first 30 day period (or portion thereof) that the specified condition in this Section 2(b) has not been fulfilled or the specified deficiency has not been remedied and (iv) Parent shall make an additional Liquidated Damages Payment 2% of such Liquidation Preference thereafter for each thirty- subsequent 30 day period (30)-day period thereafter or portion thereof) that the specified condition in this Section 2(b) has not been fulfilled or the specified deficiency has not been remedied. Payment of the Monthly Delay Payments and Mandatory Repurchase Price shall be due and payable from the Company to such Holder within 5 business days of demand therefor. Without limiting the foregoing, if cash payment of the Mandatory Repurchase Price is not made within such 5 business day period, the Holder may revoke and withdraw its election to cause the Company to make such mandatory purchase at any time prior to its receipt of such cash. At the option of the Holder, Monthly Delay Payments may be added to the Liquidation Preference of the Preferred Shares held by it. (pro rated for any period C) Notwithstanding the foregoing, there shall be excluded from the calculation of less than thirty (30) days) until the number of days that the Registration Statement has not been declared effective; although effective the delays which are solely attributable to delays in no event shall the aggregate Liquidated Damages Payments in any thirty- (30)-day period exceed 1.0% of Investors providing information required for the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement. (b) Liquidated Damages Payments may, at VPVP’s option, be delivered to VPVP in the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereof, Parent shall deliver all Liquidated Damages Payments to VPVP by the fifth (5th) Business Day after the occurrence of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof, as applicable (the “Payment Period”). (c) In the event that VPVP elects to receive Liquidated Damages Payments in the form of New Athletics Common Stock, and such payments would result in the issuance of shares in excess of the Share Cap, Parent shall, at VPVP’s election, either: (i) issue VPVP shares of New Athletics Common Stock up to the Share Cap and deliver the remainder of the Liquidated Damages Payments in cash, such payments to be made within the Payment Period; or (ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval for the issuance to VPVP of shares of New Athletics Common Stock in excess of the Share Cap. (d) Notwithstanding anything to the contrary contained in this Section 6.2 or in any other provision of this Agreement, the Liquidated Damages Payments provided in this Section 6.2 shall be VPVP’s sole and exclusive monetary remedy in the event of the occurrence of any of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof; provided, however, that VPVP shall retain all equitable remedies then available to it.

Delay in Effectiveness of Registration Statement. (aA) Parent further agrees that (i) in In the event the Registration Statement has not been filed with the SEC within thirty (30) days after the Measure Date, VPVP shall be entitled to receive from Parent liquidated damages in an amount equal to 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement (a “Liquidated Damages Payment”); (ii) in the event the Registration Statement has not been filed with the SEC within sixty (60) days after the Measure Date, VPVP shall be entitled to receive from Parent an additional Liquidated Damages Payment; (iii) in the event the Registration Statement has not been declared effective by the SEC within ninety (90) days after Effectiveness Deadline, then the Measure Date, VPVP Company shall be entitled to receive an additional Liquidated Damages Payment and (iv) Parent shall make an additional Liquidated Damages Payment cause a Conversion Price Reduction for each thirty- (30)-day period thereafter (pro rated for any period of less than thirty (30) daysday period (or portion thereof) until thereafter during which the Registration Statement has not been declared effective; although in no event shall the aggregate Liquidated Damages Payments in any thirty- (30)-day period exceed 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement. (bB) Liquidated Damages Payments mayIf the Registration Statement has not been declared effective within thirty (30) days of the Effectiveness Deadline (the "FORBEARANCE DEADLINE"), then the Company (at VPVP’s optionits election made within one (1) business day of the Forbearance Deadline) either (i) shall pay a cash forbearance fee to each Holder equal to three percent (3%) of the Debenture Amount of such Holder's Debentures for the first 30-day period (or portion thereof) following the Forbearance Deadline and five percent (5%) of the Debenture Amount of those Debentures for each subsequent 30-day period (or portion thereof), or (ii) redeem all but not less than all the Debentures, Warrants, Common Shares and Warrant Shares held by all Holders at the Premium Redemption Price. If the Company elects to pay in cash pursuant to (i) above, such cash amounts shall be delivered payable upon the Holder's demand. If the Company elects to VPVP in redeem at the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(iiPremium Redemption Price pursuant to (ii) hereofabove, Parent the Company shall deliver all Liquidated Damages Payments to VPVP each Holder a written notice thereof (the "COMPANY PUT NOTICE"), which Company Put Notice shall state the Premium Redemption Price shall be paid five (5) business day thereafter (the "COMPANY REDEMPTION DATE"). Nothing herein shall be construed as precluding the Holder from exercising its conversion rights under the Debenture unless the Company redeems the Debenture and pays the full Premium Redemption Price as set forth in this Section 2(b)(i)(B). New Conversion Price Reductions will no longer be made and forbearance fees shall no longer accrue on Debentures after they have been redeemed by the fifth (5th) Business Day after the occurrence of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof, as applicable (the “Payment Period”)Company. (cC) In If the event that VPVP elects to receive Liquidated Damages Payments in the form of New Athletics Common Stock, and such payments would result in the issuance of shares in excess Registration Statement has not been declared effective within 365 days of the Share CapClosing Date, Parent shallthen each Holder shall have the right to require the Company to redeem the Debentures, at VPVP’s electionWarrants, either: (i) issue VPVP shares of New Athletics Common Stock up to the Share Cap and deliver the remainder of the Liquidated Damages Payments Shares, and/or Warrant Shares in cash, such payments to be made within the Payment Period; or (ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval for the issuance to VPVP of shares of New Athletics Common Stock in excess of the Share Cap. (d) Notwithstanding anything to the contrary contained in this Section 6.2 whole or in any other provision of this Agreement, part at the Liquidated Damages Payments provided in this Section 6.2 Premium Redemption Price. Each Holder shall be VPVP’s sole and exclusive monetary remedy in exercise such right by providing the event of Company with written notice thereof (the occurrence of any of the events described in clauses (i"PUT NOTICE"), which such Put Notice shall include the type and amount of each security that the Holder seeks to redeem and a date at least five (ii), 5) business days from the date thereof on which the Holder seeks the redemption to occur (iii) or (iv) of Section 6.2(a) hereof; provided, however, that VPVP shall retain all equitable remedies then available to it.the "REDEMPTION DATE"

Delay in Effectiveness of Registration Statement. (aA) Parent further agrees that (i) in In the event that the Registration Statement has not been filed by the Filing Deadline or been declared effective by the Effectiveness Deadline, then the Company shall pay in cash or shares of Common Stock, as provided in Section 2(b)(v), to each Holder a Delay Payment for each 30 day period (or portion thereof) thereafter until the earliest of (i) the date on which a Holder’s Warrants have been redeemed pursuant to its delivery of a Put Notice (as defined below) (with the SEC within thirty (30) days after the Measure Daterespect to that Holder only), VPVP shall be entitled to receive from Parent liquidated damages in an amount equal to 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement (a “Liquidated Damages Payment”); and (ii) in the event date on which the Registration Statement has is declared effective, which Delay Payments shall not been filed with the SEC within sixty (60) days after the Measure Date, VPVP shall be entitled to receive from Parent an additional Liquidated Damages Payment; (iii) in the event aggregate exceed the maximum percentage permitted by law. (B) If the Registration Statement has not been declared effective by within 120 days of the SEC within ninety (90) days after the Measure applicable Demand Date, VPVP then each Holder shall be entitled have the right to receive an additional Liquidated Damages Payment require the Company to redeem the Warrants and (iv) Parent Warrant Shares in whole or in part at the Premium Redemption Price. Each Holder shall make an additional Liquidated Damages Payment for each thirty- (30)-day period thereafter (pro rated for any period of less than thirty (30) days) until exercise such right by providing the Registration Statement has been declared effective; although in no event shall the aggregate Liquidated Damages Payments in any thirty- (30)-day period exceed 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement. (b) Liquidated Damages Payments may, at VPVP’s option, be delivered to VPVP in the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereof, Parent shall deliver all Liquidated Damages Payments to VPVP by the fifth (5th) Business Day after the occurrence of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof, as applicable Company with written notice thereof (the “Payment PeriodPut Notice”). , which such Put Notice shall include the type and amount of each security that the Holder seeks to redeem and a date at least ten (c10) In days from the event that VPVP elects date thereof on which the Holder seeks the redemption to receive Liquidated Damages Payments in occur (the form of New Athletics Common Stock, and such payments would result in the issuance of shares in excess of the Share Cap, Parent shall, at VPVP’s election, either: (i) issue VPVP shares of New Athletics Common Stock up to the Share Cap and deliver the remainder of the Liquidated Damages Payments in cash, such payments to be made within the Payment Period; or (ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval for the issuance to VPVP of shares of New Athletics Common Stock in excess of the Share Cap. (d) Notwithstanding anything to the contrary contained in this Section 6.2 or in any other provision of this Agreement, the Liquidated Damages Payments provided in this Section 6.2 “Redemption Date”). Nothing herein shall be VPVP’s sole construed as precluding the Holder from exercising its exercise rights under the Warrants unless the Company redeems the Warrants and exclusive monetary remedy pays the Premium Redemption Price set forth above in full pursuant to Section 2(b)(i)(B). Delay Payments shall no longer accrue on Warrants after such Warrants have been redeemed by the event of the occurrence of any of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof; provided, however, that VPVP shall retain all equitable remedies then available to itCompany pursuant hereto.

Delay in Effectiveness of Registration Statement. (aA) Parent further agrees that (i) in In the event the that such Registration Statement has not been filed with declared effective within 90 days from the SEC within thirty (30) days after the Measure Closing Date, VPVP shall be entitled or the Company at any time fails to receive from Parent liquidated damages in an amount equal to 1.0% issue unlegended Registrable Securities as required by Article VI of the total aggregate purchase price Purchase Agreement, then the Company shall pay each Holder a Monthly Delay Payment (as defined below) for each 30 day period (or portion thereof) that effectiveness of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement (a “Liquidated Damages Payment”); (ii) in the event the Registration Statement has not been filed with is delayed or failure to issue such unlegended Registrable Securities persists. In addition to the SEC within sixty (60) days after the Measure Dateforegoing, VPVP shall be entitled to receive from Parent an additional Liquidated Damages Payment; (iii) in the event if the Registration Statement has not been declared effective by the SEC within ninety (90) 180 days after the Measure Closing Date, VPVP then each Holder shall have the right to sell, at any time after the 180th day after the Closing Date (which 180th day shall be entitled extended with respect to receive an additional Liquidated Damages Payment and (iv) Parent shall make an additional Liquidated Damages Payment such Holder by 1 day for each thirty- day that any delay is caused by such Holder, its counsel or the underwriter selected by such Holder, failing to timely take action or provide information as required hereunder), any or all of its Preferred Shares, Warrants and Options to the Company for consideration (30)-day period thereafter the "Mandatory Repurchase Price") equal to (pro rated I) for any period the Preferred Shares, the greater of less than thirty (30x) days) until the Registration Statement has been declared effective; although in no event shall the aggregate Liquidated Damages Payments in any thirty- (30)-day period exceed 1.0125% of the total aggregate purchase Liquidation Preference of all such Preferred Shares being sold to the Company, or (y) the Liquidation Preference for the Preferred Shares being sold to the Company divided by the then applicable Conversion Price multiplied by the greater of the last closing price of the Registrable Common Stock on (i) the date a Holder exercises its option pursuant to this Section 2(b) to require repurchase of Preferred Shares purchased or (ii) the date on which the event triggering Holder's remedies under this Section 2(b) first occurred, in each case payable in cash, (II) for the Warrants, 125% of the product of (a) the difference between the greater of clauses (i) or (ii) above and the exercise price of the Warrants, multiplied by VPVP that are (b) the number of Warrants being sold to be registered on such Registration Statementthe Company, payable in cash, and (III) for the Options, 125% of the product of (a) the difference between the greater of clauses (i) or (ii) above and the exercise price of the Options, multiplied by (b) the number of Options being sold to the Company, payable in cash. (bB) Liquidated Damages Payments mayAs used in this Agreement, at VPVP’s option, a "Monthly Delay Payment" shall be delivered a cash payment equal to VPVP in the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereof, Parent shall deliver all Liquidated Damages Payments to VPVP by the fifth (5th) Business Day after the occurrence 1% of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof, as applicable (the “Payment Period”). (c) In the event that VPVP elects to receive Liquidated Damages Payments in the form of New Athletics Common Stock, and such payments would result in the issuance of shares in excess Liquidation Preference of the Share Cap, Parent shall, at VPVP’s election, either: (i) issue VPVP shares of New Athletics Common Stock up to the Share Cap and deliver the remainder of the Liquidated Damages Payments in cash, such payments to be made within the Payment Period; or (ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval Preferred Shares held by a Holder for the issuance to VPVP of shares of New Athletics Common Stock in excess of first 30 day period (or portion thereof) that the Share Cap. (d) Notwithstanding anything to the contrary contained specified condition in this Section 6.2 2(b) has not been fulfilled or in any other provision the specified deficiency has not been remedied, 2% of this Agreement, such Liquidation Preference for the Liquidated Damages Payments provided next 30 day period (or portion thereof) that the specified condition in this Section 6.2 2(b) has not been fulfilled or the specified deficiency has not been remedied, and 3% of such Liquidation Preference thereafter for each subsequent 30 day period (or portion thereof) that the specified condition in this Section 2(b) has not been fulfilled or the specified deficiency has not been remedied, prorated for any partial months. Payment of the Monthly Delay Payments and Mandatory Repurchase Price shall be VPVP’s sole due and exclusive monetary remedy in payable from the event Company to such Holder within 5 business days of demand therefor. Without limiting the foregoing, if cash payment of the occurrence Mandatory Repurchase Price is not made within such 5 business day period, the Holder may revoke and withdraw its election to cause the Company to make such mandatory purchase at any time prior to its receipt of any such cash. At the option of the events described in clauses (i)Holder, (ii), (iii) or (iv) Monthly Delay Payments may be added to the Liquidation Preference of Section 6.2(a) hereof; provided, however, that VPVP shall retain all equitable remedies then available to the Preferred Shares held by it.

Delay in Effectiveness of Registration Statement. (aA) Parent further agrees that (i) in In the event the Registration Statement has not been filed with the SEC within thirty (30) days after the Measure Date, VPVP shall be entitled to receive from Parent liquidated damages in an amount equal to 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement (a “Liquidated Damages Payment”); (ii) in the event the Registration Statement has not been filed with the SEC within sixty (60) days after the Measure Date, VPVP shall be entitled to receive from Parent an additional Liquidated Damages Payment; (iii) in the event the Registration Statement has not been declared effective by the SEC within ninety Effectiveness Deadline, then the Company shall pay in cash or common stock, as provided in Section 2(b)(v), to each Holder a Monthly Delay Payment (90as defined below) days after the Measure Date, VPVP shall be entitled to receive an additional Liquidated Damages Payment and (iv) Parent shall make an additional Liquidated Damages Payment for each thirty- 30 day period (30)-day period or portion thereof) thereafter (pro rated for any period of less than thirty (30) days) until during which the Registration Statement has not been declared effective; although , which Monthly Delay Payments shall not in no event shall the aggregate Liquidated Damages Payments in any thirty- (30)-day period exceed 1.0% of the total aggregate purchase price of the Registrable Shares purchased maximum percentage permitted by VPVP that are to be registered on such Registration Statementlaw. (bB) Liquidated Damages Payments may, at VPVP’s option, be delivered to VPVP in If the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereof, Parent shall deliver all Liquidated Damages Payments to VPVP by the fifth (5th) Business Day after the occurrence Registration Statement has not been declared effective within 60 days of the events described Effectiveness Deadline, then each Holder shall have the right but not the obligation to require the Company to redeem the Warrants and/or Registrable Securities, in clauses whole or in part at the Premium Redemption Price. Each Holder shall exercise such right by providing the Company with written notice thereof (ithe "Put Notice"), which such Put Notice shall include the type and amount of each security that the Holder seeks to redeem and a date at least five (ii), (iii5) or (iv) of Section 6.2(a) hereof, as applicable business days from the date thereof on which the Holder seeks the redemption to occur (the “Payment Period”"Redemption Date"). (cC) In the event that VPVP elects As used in this Agreement, a "Monthly Delay Payment" shall be a payment in immediately available funds equal to receive Liquidated Damages Payments in the form of New Athletics Common Stock, and such payments would result in the issuance of shares in excess 2% of the Share Cap, Parent shall, at VPVP’s election, either: (i) issue VPVP shares of New Athletics Common Stock up to the Share Cap and deliver the remainder Purchase Price of the Liquidated Damages Payments in cash, such payments to be made within Purchased Shares held by a Holder for each 30 day period (or portion thereof) that the Payment Period; or (ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval for the issuance to VPVP of shares of New Athletics Common Stock in excess of the Share Cap. (d) Notwithstanding anything to the contrary contained specified condition in this Section 6.2 2(c) has not been fulfilled or the specified deficiency has not been remedied, (prorated in each case as appropriate). Payment of the Monthly Delay Payments and Premium Redemption Price shall be due and payable from the Company to such Holder within five (5) business days of demand therefor. Without limiting the foregoing, if payment in immediately available funds of the Premium Redemption Price is not made within such 5 business day period, the Holder may revoke and withdraw in whole or in part its election to cause the Company to make such mandatory purchase at any time prior to its receipt of such cash, without prejudice to its ability to elect to receive that particular or other provision of this Agreement, the Liquidated Damages Payments provided in this Section 6.2 shall be VPVP’s sole and exclusive monetary remedy Premium Redemption Price payments in the event of the occurrence of any of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof; provided, however, that VPVP shall retain all equitable remedies then available to itfuture.

Delay in Effectiveness of Registration Statement. If a Registration Statement is not declared effective by the Commission on or prior to its Required Effective Date, then, in addition to any other rights available to the Purchasers, on each such Required Effective Date and on each monthly anniversary of each such Required Effective Date (a) Parent further agrees that (i) in the event if the Registration Statement has shall not been filed with the SEC within thirty (30) days after the Measure Date, VPVP shall be entitled to receive from Parent liquidated damages in an amount equal to 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement (a “Liquidated Damages Payment”); (ii) in the event the Registration Statement has not been filed with the SEC within sixty (60) days after the Measure Date, VPVP shall be entitled to receive from Parent an additional Liquidated Damages Payment; (iii) in the event the Registration Statement has not have been declared effective by the SEC within ninety (90) days after the Measure Date, VPVP shall be entitled to receive an additional Liquidated Damages Payment and (iv) Parent shall make an additional Liquidated Damages Payment for each thirty- (30)-day period thereafter (pro rated for any period of less than thirty (30) daysCommission by such date) until the Registration Statement has been declared effective; although in no event effective by the Commission, the Company shall the aggregate Liquidated Damages Payments in any thirty- (30)-day period exceed pay to each Purchaser, as liquidated damages and not as a penalty, a cash payment equal to 1.0% of the total aggregate purchase price paid by such Purchaser to the Company with respect to the Shares then held by such Purchaser that are Registrable Securities. The parties agree that the Company will not be liable for liquidated damages under this Section 8.2 in respect of the Registrable Warrants or the Warrant Shares. The liquidated damages pursuant to the terms hereof shall apply on a pro rata basis for any portion of a month prior to the Registration Statement being declared effective by the Commission; provided that the maximum aggregate liquidated damages payable to a Purchaser under this Section 8.2 shall not exceed, per calendar year, 8% of the aggregate purchase price paid by such Purchaser to the Company with respect to the Shares purchased then held by VPVP such Purchaser that are Registrable Securities. The parties agree that such liquidated damages shall not be the exclusive damages under this Agreement with respect to be registered on such the Registration Statement. (b) Liquidated Damages Payments may, at VPVP’s option, be delivered to VPVP in the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereof, Parent shall deliver all Liquidated Damages Payments to VPVP Statement not being declared effective by the fifth (5th) Business Day after Commission on or prior to its Required Effective Date. Notwithstanding the occurrence of the events described in clauses (i), (ii), (iii) foregoing or (iv) of Section 6.2(a) hereof, as applicable (the “Payment Period”). (c) In the event that VPVP elects to receive Liquidated Damages Payments in the form of New Athletics Common Stock, and such payments would result in the issuance of shares in excess of the Share Cap, Parent shall, at VPVP’s election, either: (i) issue VPVP shares of New Athletics Common Stock up to the Share Cap and deliver the remainder of the Liquidated Damages Payments in cash, such payments to be made within the Payment Period; or (ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval for the issuance to VPVP of shares of New Athletics Common Stock in excess of the Share Cap. (d) Notwithstanding anything to the contrary contained in this Section 6.2 herein, no liquidated or in any other provision of this Agreement, the Liquidated Damages Payments provided in this Section 6.2 damages shall be VPVPdue to a Purchaser in respect of (A) any limitation on the number of Shares and the shares of Common Stock underlying the Warrants that may be registered imposed by the Commission following the Company’s sole and exclusive monetary remedy best efforts not to have such limitation imposed, or (B) the failure to have any Registration Statement declared effective on the Required Effective Date in the event that such failure results from (i) Commission Guidance that specifically prohibits the use of such Registration Statement to register the Registrable Securities (provided that the Company shall advocate with the Commission for the registration of all or the maximum number of the occurrence of any of the events described in clauses (iRegistrable Securities), or (ii), (iii) or (iv) a breach by such Purchaser of Section 6.2(a) hereof; provided, however, that VPVP shall retain all equitable remedies then available to itits obligations under this Agreement.

Delay in Effectiveness of Registration Statement. (a) Parent further agrees that (i) The Company shall use its best efforts to cause the Registration Statement to become effective as soon as possible and in any event within 90 days from the Closing Date. In the event the that such Registration Statement has not been filed with declared effective within 90 days from the SEC within thirty (30) days after the Measure Closing Date, VPVP then the Company shall be entitled pay in cash to receive from Parent liquidated damages in an amount each Holder a default payment at a rate (the "Default Payment Rate") equal to 1.0% two and one half percent (2.5%) of the total aggregate purchase price sum of (x) the Outstanding Principal Amount of, (y) the accrued but unpaid interest on, plus (z) the accrued but unpaid or unrecognized default payments on the Debentures (the "Debenture Amount") held by such Holder for each 30-day period (or portion thereof) during the period from and after such failure, refusal or inability to so register the Registrable Shares purchased by VPVP that Securities until the Registrable Securities are to be registered on such Registration Statement (a “Liquidated Damages Payment”); (ii) in the event the Registration Statement has not been filed with the SEC within sixty (60) days after the Measure Date, VPVP shall be entitled to receive from Parent an additional Liquidated Damages Payment; (iii) in the event so registered. If the Registration Statement has not been declared effective by the SEC within ninety (90) 180 days after the Measure Closing Date, VPVP then each Holder shall be entitled have the right in its sole discretion to receive an additional Liquidated Damages Payment sell to the Company its Debentures, Common Shares and/or Warrant Shares to the Company (in whole or in part) at a price in immediately available funds (the "Premium Redemption Price") equal to (A) as to the Debentures, 1.3 times (i.e., 130% of) the Outstanding Principal Amount of the Debentures plus any accrued but unpaid or unrecognized interest or default payments and (ivB) Parent shall make an additional Liquidated Damages Payment for each thirty- as to the Common Shares and/or Warrant Shares, 1.3 times the dollar amount which is the product of (30)-day period thereafter (pro rated for any period x) the number of less than thirty (30) days) until the Registration Statement has been declared effective; although in no event shall the aggregate Liquidated Damages Payments in any thirty- (30)-day period exceed 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are shares so to be registered on such Registration Statement. redeemed pursuant to this paragraph, and (by) Liquidated Damages Payments may, at VPVP’s option, be delivered to VPVP the Market Price for Shares of Common Stock (as defined in the form Debentures) at the time such shares were received pursuant to conversion of cash Debentures or New Athletics Common Stock. Except as exercise of Warrants; provided in Section 6.2(c)(ii) hereofthat, Parent shall deliver all Liquidated Damages Payments to VPVP by the fifth (5th) Business Day after upon the occurrence of a Company Reporting Event at any time during or prior to such 180-day period, such rights to compel the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof, as applicable (the “Payment Period”). (c) In the event that VPVP elects Company to receive Liquidated Damages Payments in the form of New Athletics Common Stock, and such payments would result in the issuance of shares in excess purchase securities of the Share CapPurchaser shall only take effect 225 days from the Closing Date. Payment of such amount shall be due and payable within 3 business days of demand therefor, Parent shall, which demand shall be revocable by the Holder at VPVP’s election, either: (i) issue VPVP shares of New Athletics Common Stock up any time prior to the Share Cap and deliver the remainder its actual receipt of the Liquidated Damages Payments in cash, such payments to be made within the Payment Period; or (ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval for the issuance to VPVP of shares of New Athletics Common Stock in excess of the Share CapPremium Redemption Price. (d) Notwithstanding anything to the contrary contained in this Section 6.2 or in any other provision of this Agreement, the Liquidated Damages Payments provided in this Section 6.2 shall be VPVP’s sole and exclusive monetary remedy in the event of the occurrence of any of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof; provided, however, that VPVP shall retain all equitable remedies then available to it.

Delay in Effectiveness of Registration Statement. (aA) Parent further agrees that (i) in In the event the that such Registration Statement has not been filed with declared effective on or prior to February 15, 2001, or the SEC within thirty (30) days after the Measure Date, VPVP shall be entitled Company at any time fails to receive from Parent liquidated damages in an amount equal to 1.0% issue unlegended Registrable Securities as required by Section 9 of the total aggregate purchase price Repurchase Agreement, then the Company shall pay each Holder a Monthly Delay Payment (as defined below) for each 30 day period (or portion thereof) that effectiveness of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement (a “Liquidated Damages Payment”); (ii) in the event the Registration Statement has not been filed with is delayed or failure to issue such unlegended Registrable Securities persists. In addition to the SEC within sixty (60) days after the Measure Dateforegoing, VPVP shall be entitled to receive from Parent an additional Liquidated Damages Payment; (iii) in the event if the Registration Statement has not been declared effective on or before May 28, 2001, then each Holder shall have the right to sell, at any time after that date, any or all of its Common Shares to the Company for consideration (the "Mandatory Repurchase Price") equal to the greater of (x) $1,600,000, or (y) 400,000 (as appropriately adjusted from time to time for stock splits, stock dividends and other recapitalizations of the Company's Common Stock) multiplied by the SEC within ninety closing price of a share of the Company's Common Stock on May 28, 2001, as reported on the Nasdaq National Market or other exchange or market where the Common Stock is traded. (90B) days after the Measure DateAs used in this Agreement, VPVP a "Monthly Delay Payment" shall be entitled a cash payment equal to receive an additional Liquidated Damages Payment $24,000 for the first 30 day period (or portion thereof) that the specified condition in this Section 2(b) has not been fulfilled or the specified deficiency has not been remedied, $48,000 for the next 30 day period (or portion thereof) that the specified condition in this Section 2(b) has not been fulfilled or the specified deficiency has not been remedied, and (iv) Parent shall make an additional Liquidated Damages Payment $72,000 thereafter for each thirty- subsequent 30 day period (30)-day period thereafter or portion thereof) that the specified condition in this Section 2(b) has not been fulfilled or the specified deficiency has not been remedied. Payment of the Monthly Delay Payments and Mandatory Repurchase Price shall be due and payable from the Company to such Holder within 5 business days of demand therefor. Without limiting the foregoing, if cash payment of the Mandatory Repurchase Price is not made within such 5 business day period, the Holder may revoke and withdraw its election to cause the Company to make such mandatory purchase at any time prior to its receipt of such cash. (pro rated for any period C) Notwithstanding the foregoing, there shall be excluded from the calculation of less than thirty (30) days) until the number of days that the Registration Statement has not been declared effective; although effective the delays which are solely attributable to delays in no event shall the aggregate Liquidated Damages Payments in any thirty- (30)-day period exceed 1.0% of Investors providing information required for the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement. (b) Liquidated Damages Payments may, at VPVP’s option, be delivered to VPVP in the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereof, Parent shall deliver all Liquidated Damages Payments to VPVP by the fifth (5th) Business Day after the occurrence of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof, as applicable (the “Payment Period”). (c) In the event that VPVP elects to receive Liquidated Damages Payments in the form of New Athletics Common Stock, and such payments would result in the issuance of shares in excess of the Share Cap, Parent shall, at VPVP’s election, either: (i) issue VPVP shares of New Athletics Common Stock up to the Share Cap and deliver the remainder of the Liquidated Damages Payments in cash, such payments to be made within the Payment Period; or (ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval for the issuance to VPVP of shares of New Athletics Common Stock in excess of the Share Cap. (d) Notwithstanding anything to the contrary contained in this Section 6.2 or in any other provision of this Agreement, the Liquidated Damages Payments provided in this Section 6.2 shall be VPVP’s sole and exclusive monetary remedy in the event of the occurrence of any of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof; provided, however, that VPVP shall retain all equitable remedies then available to it.

Delay in Effectiveness of Registration Statement. (aA) Parent further agrees that (i) in In the event the that such Registration Statement has not been filed with declared effective within 60 days from the SEC within thirty (30) days after the Measure Tranche Closing Date, VPVP then the Company shall be entitled to receive from Parent liquidated damages in an amount equal to 1.0% pay each Holder a Monthly Delay Payment (as defined below) for each 30 day period (or portion thereof) that effectiveness of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement (a “Liquidated Damages Payment”); (ii) in the event the Registration Statement has not been filed with is delayed. In addition to the SEC within sixty (60) days after the Measure Dateforegoing, VPVP shall be entitled to receive from Parent an additional Liquidated Damages Payment; (iii) in the event if the Registration Statement has not been declared effective by the SEC within ninety (90) 120 days after the Measure Tranche Closing Date, VPVP then each Holder shall have the right to sell, at any time after the 120th day after the Tranche Closing Date, any or all of its Preferred Shares to the Company for consideration (the "Mandatory Repurchase Price") equal to the greater of (x) 120% of the Liquidation Preference of all such Preferred Shares being sold to the Company or (y) the Liquidation Preference for the Preferred Shares being sold to the Company divided by the then applicable Conversion Price multiplied by the greater of the last closing price of the Common Stock on (i) the date a Holder exercises its option pursuant to this Section 2(b) to require repurchase of Preferred Shares or (ii) the date on which the event triggering Holder's remedies under this Section 2(b) first occurred, in each case payable in cash. (B) As used in this Agreement, a "Monthly Delay Payment" shall be entitled a cash payment equal to receive an additional Liquidated Damages Payment 1% of the Liquidation Preference of the Preferred Shares held by a Holder for the first 30 day period (or portion thereof) that the specified condition in this Section 2(b) has not been fulfilled or the specified deficiency has not been remedied and (iv) Parent shall make an additional Liquidated Damages Payment 2% of such Liquidation Preference thereafter for each thirty- subsequent 30 day period (30)-day period thereafter or portion thereof) that the specified condition in this Section 2(b) has not been fulfilled or the specified deficiency has not been remedied. Payment of the Monthly Delay Payments and Mandatory Repurchase Price shall be due and payable from the Company to such Holder within 5 business days of demand therefor. Without limiting the foregoing, if cash payment of the Mandatory Repurchase Price is not made within such 5 business day period, the Holder may revoke and withdraw its election to cause the EXHIBIT 10.4 Company to make such mandatory purchase at any time prior to its receipt of such cash. At the option of the Holder, Monthly Delay Payments may be added to the Liquidation Preference of the Preferred Shares held by it. (pro rated for any period C) Notwithstanding the foregoing, there shall be excluded from the calculation of less than thirty (30) days) until the number of days that the Registration Statement has not been declared effective; although effective the delays which are solely attributable to delays in no event shall the aggregate Liquidated Damages Payments in any thirty- (30)-day period exceed 1.0% of Investors providing information required for the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement. (b) Liquidated Damages Payments may, at VPVP’s option, be delivered to VPVP in the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereof, Parent shall deliver all Liquidated Damages Payments to VPVP by the fifth (5th) Business Day after the occurrence of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof, as applicable (the “Payment Period”). (c) In the event that VPVP elects to receive Liquidated Damages Payments in the form of New Athletics Common Stock, and such payments would result in the issuance of shares in excess of the Share Cap, Parent shall, at VPVP’s election, either: (i) issue VPVP shares of New Athletics Common Stock up to the Share Cap and deliver the remainder of the Liquidated Damages Payments in cash, such payments to be made within the Payment Period; or (ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval for the issuance to VPVP of shares of New Athletics Common Stock in excess of the Share Cap. (d) Notwithstanding anything to the contrary contained in this Section 6.2 or in any other provision of this Agreement, the Liquidated Damages Payments provided in this Section 6.2 shall be VPVP’s sole and exclusive monetary remedy in the event of the occurrence of any of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof; provided, however, that VPVP shall retain all equitable remedies then available to it.

Delay in Effectiveness of Registration Statement. (aA) Parent further agrees In the event that such Registration Statement has not been declared effective by: (x) the Effectiveness Deadline if the SEC does not elect to review the Registration Statement or (y) within 180 days (or, if the SEC elects to review the Registration Statement, 240 days) of the date hereof, if the SEC elects to review the Registration Statement, or the Company at any time fails to issue unlegended Registrable Securities to the extent required by Article 5 of the Loan Agreement, then the Company shall pay each Holder (other than (i) in the event the case of a Registration Statement has not been filed declared effective, a Holder of Registrable Securities that the Company could exclude from registration in accordance with the SEC within thirty (30) days after the Measure Date, VPVP shall be entitled to receive from Parent liquidated damages in an amount equal to 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement (a “Liquidated Damages Payment”); Section 9 and (ii) in the event case of a failure to issue unlegended certificates in accordance with the Loan Agreement, a Holder that is not a party to, including as a permitted assignee bound to, the Loan Agreement) a Monthly Delay Payment (as defined below) with respect to each successive 30-day period (or portion thereof appropriately prorated) thereafter that effectiveness of the Registration Statement has not been filed with is delayed or failure to issue such unlegended Registrable Securities persists. (B) Subject to subsection (C)(II) below, as used in this Agreement, a “Monthly Delay Payment” shall be a cash payment equal to 1% of the SEC within sixty amount equal to (60x) the Conversion Price multiplied by (y) the sum of the number of Conversion Shares that are Registrable Securities and held by the applicable Holder plus the number of Conversion Shares issuable upon conversion of Notes held by such Holder. Payment of the Monthly Delay Payments shall be due and payable from the Company to such Holder on the later of (I) the end of the applicable 30-day period or portion thereof and (II) 5 business days after demand therefor. At the Measure Dateoption of the Holder, VPVP Monthly Delay Payments may be added to the outstanding Principal Amount of the Notes held by it. (C) Notwithstanding the foregoing, (I) there shall be entitled to receive excluded from Parent an additional Liquidated Damages Payment; (iii) in the event calculation of the number of days that the Registration Statement has not been declared effective by the SEC within ninety (90) days after delays which are solely attributable to delays in the Measure Date, VPVP shall be entitled to receive an additional Liquidated Damages Payment and (iv) Parent shall make an additional Liquidated Damages Payment Holders providing information required for each thirty- (30)-day period thereafter (pro rated for any period of less than thirty (30) days) until the Registration Statement has been declared effectiveor to the Holders not having otherwise complied with their obligations hereunder; although in no event shall (II) the aggregate Liquidated Damages amount of Monthly Delay Payments in payable to a Holder pursuant to this Agreement shall not exceed ten (10) times the amount of Monthly Delay Payment calculated for such Holder pursuant to subsection (B) above; and (III) no Monthly Delay Payments shall accrue as to any thirty- (30)-day period exceed 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement. (b) Liquidated Damages Payments may, at VPVP’s option, be delivered to VPVP in the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereof, Parent shall deliver all Liquidated Damages Payments to VPVP by the fifth (5th) Business Day Securities from and after the occurrence of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof, as applicable (the “Payment Period”)date such security is no longer a Registrable Security. (c) In the event that VPVP elects to receive Liquidated Damages Payments in the form of New Athletics Common Stock, and such payments would result in the issuance of shares in excess of the Share Cap, Parent shall, at VPVP’s election, either: (i) issue VPVP shares of New Athletics Common Stock up to the Share Cap and deliver the remainder of the Liquidated Damages Payments in cash, such payments to be made within the Payment Period; or (ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval for the issuance to VPVP of shares of New Athletics Common Stock in excess of the Share Cap. (d) Notwithstanding anything to the contrary contained in this Section 6.2 or in any other provision of this Agreement, the Liquidated Damages Payments provided in this Section 6.2 shall be VPVP’s sole and exclusive monetary remedy in the event of the occurrence of any of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof; provided, however, that VPVP shall retain all equitable remedies then available to it.

Delay in Effectiveness of Registration Statement. (aA) Parent further agrees In the event that such Registration Statement has not been declared effective by: (x) the Effectiveness Deadline if the SEC does not elect to review the Registration Statement or (y) within 150 days of the Closing Date, if the SEC elects to review the Registration Statement, or the Company at any time fails to issue unlegended Registrable Securities to the extent required by Article V of the Purchase Agreement, then the Company shall pay each Holder (other than (i) in the event the case of a Registration Statement has not been filed declared effective, a Holder of Registrable Securities that the Company could exclude from registration in accordance with the SEC within thirty (30) days after the Measure Date, VPVP shall be entitled to receive from Parent liquidated damages in an amount equal to 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement (a “Liquidated Damages Payment”); Section 9 and (ii) in the event case of a failure to issue unlegended certificates in accordance with the Purchase Agreement, a Holder that is not a party to, including as a permitted assignee bound to, the Purchase Agreement) a Monthly Delay Payment (as defined below) with respect to each successive 30-day period (or portion thereof appropriately prorated) thereafter that effectiveness of the Registration Statement has not been filed with is delayed or failure to issue such unlegended Registrable Securities persists. (B) Subject to subsection (C)(II) below, as used in this Agreement, a “Monthly Delay Payment” shall be a cash payment equal to 1% of the SEC within sixty amount equal to (60x) the Conversion Price multiplied by (y) the sum of the number of Conversion Shares that are Registrable Securities and held by the applicable Holder plus the number of Conversion Shares issuable upon conversion of Notes held by such Holder. Payment of the Monthly Delay Payments shall be due and payable from the Company to such Holder on the later of (I) the end of the applicable 30-day period or portion thereof and (II) 5 business days after demand therefor. At the Measure Dateoption of the Holder, VPVP Monthly Delay Payments may be added to the outstanding Principal Amount of the Notes held by it. (C) Notwithstanding the foregoing, (I) there shall be entitled to receive excluded from Parent an additional Liquidated Damages Payment; (iii) in the event calculation of the number of days that the Registration Statement has not been declared effective by the SEC within ninety (90) days after delays which are solely attributable to delays in the Measure Date, VPVP shall be entitled to receive an additional Liquidated Damages Payment and (iv) Parent shall make an additional Liquidated Damages Payment Purchasers providing information required for each thirty- (30)-day period thereafter (pro rated for any period of less than thirty (30) days) until the Registration Statement has been declared effectiveor to the Purchasers not having otherwise complied with their obligations hereunder; although in no event shall (II) the aggregate Liquidated Damages amount of Monthly Delay Payments in payable to a Purchaser pursuant to this Agreement shall not exceed ten (10) times the amount of Monthly Delay Payment calculated for such Purchaser pursuant to subsection (B) above; and (III) no Monthly Delay Payments shall accrue as to any thirty- (30)-day period exceed 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement. (b) Liquidated Damages Payments may, at VPVP’s option, be delivered to VPVP in the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereof, Parent shall deliver all Liquidated Damages Payments to VPVP by the fifth (5th) Business Day Securities from and after the occurrence of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof, as applicable (the “Payment Period”)date such security is no longer a Registrable Security. (c) In the event that VPVP elects to receive Liquidated Damages Payments in the form of New Athletics Common Stock, and such payments would result in the issuance of shares in excess of the Share Cap, Parent shall, at VPVP’s election, either: (i) issue VPVP shares of New Athletics Common Stock up to the Share Cap and deliver the remainder of the Liquidated Damages Payments in cash, such payments to be made within the Payment Period; or (ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval for the issuance to VPVP of shares of New Athletics Common Stock in excess of the Share Cap. (d) Notwithstanding anything to the contrary contained in this Section 6.2 or in any other provision of this Agreement, the Liquidated Damages Payments provided in this Section 6.2 shall be VPVP’s sole and exclusive monetary remedy in the event of the occurrence of any of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof; provided, however, that VPVP shall retain all equitable remedies then available to it.

Delay in Effectiveness of Registration Statement. (a) Parent further agrees that If (i) in the event the Warrant Shares Registration Statement has filed hereunder is not been filed with declared effective by the SEC within thirty (30) days after Commission by the Measure Required Effective Date, VPVP the Parent shall be entitled issue to receive from Parent liquidated damages the Purchaser, promptly following the Required Effective Date and for each month thereafter that any of the Warrants or the Warrant Shares remain unregistered following the Required Effective Date, additional Warrants to purchase shares of Common Stock in an amount equal to 1.01% of the total aggregate purchase price shares of Common Stock underlying the Registrable Shares Warrants purchased by VPVP that are the Purchaser pursuant to Section 2 (such issuance to be registered on such Registration Statement (a “Liquidated Damages Payment”); (ii) in the event the Registration Statement has not been filed with the SEC within sixty (60) days after the Measure Date, VPVP shall be entitled to receive from Parent an additional Liquidated Damages Payment; (iii) in the event the Registration Statement has not been declared effective by the SEC within ninety (90) days after the Measure Date, VPVP shall be entitled to receive an additional Liquidated Damages Payment and (iv) Parent shall make an additional Liquidated Damages Payment for each thirty- (30)-day period thereafter (pro rated for any period of less than thirty partial months during which such delays are in effect), or (30ii) days) until the Purchaser shall be prohibited from selling the Warrants or the Warrant Shares under the Warrant Shares Registration Statement has been declared effective; although as a result of a Suspension (as defined below) of more than 30 days or one or more Suspensions in any 365-day period exceeding in the aggregate a total of 60 days, then for each month in which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, the Parent shall issue to the Purchaser additional Warrants to purchase shares of Common Stock in an amount equal to 1% of the total shares of Common Stock underlying the Warrants purchased by the Purchaser pursuant to Section 2 (such issuance to be pro rated for any partial months during which such delays are in effect). Notwithstanding the foregoing, in no event shall the aggregate Liquidated Damages Payments Parent be obligated to issue additional shares of Common Stock pursuant to this Section 7.4 to more than one Purchaser in any thirty- (30)-day period exceed 1.0% respect of the total aggregate purchase price same Warrants or Warrant Shares for the same period of time. Any issuance or payment pursuant to this Section 7.4 shall be made no later than the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement. (b) Liquidated Damages Payments may, at VPVP’s option, be delivered to VPVP in the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereof, Parent shall deliver all Liquidated Damages Payments to VPVP by the fifth (5th) first Business Day after of each calendar month next succeeding the occurrence of Required Effective Date, each calendar month following the events Required Effective Date, or each calendar month in which a Suspension or Suspensions described in clauses (i), (ii), clause (iii) or (iv) of Section 6.2(a) hereofabove is in effect, as applicable (the “Payment Period”)applicable. (c) In the event that VPVP elects to receive Liquidated Damages Payments in the form of New Athletics Common Stock, and such payments would result in the issuance of shares in excess of the Share Cap, Parent shall, at VPVP’s election, either: (i) issue VPVP shares of New Athletics Common Stock up to the Share Cap and deliver the remainder of the Liquidated Damages Payments in cash, such payments to be made within the Payment Period; or (ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval for the issuance to VPVP of shares of New Athletics Common Stock in excess of the Share Cap. (d) Notwithstanding anything to the contrary contained in this Section 6.2 or in any other provision of this Agreement, the Liquidated Damages Payments provided in this Section 6.2 shall be VPVP’s sole and exclusive monetary remedy in the event of the occurrence of any of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof; provided, however, that VPVP shall retain all equitable remedies then available to it.

Delay in Effectiveness of Registration Statement. (aA) Parent further agrees that (i) in In the event the Registration Statement has not been filed with the SEC within thirty (30) days after the Measure Date, VPVP shall be entitled to receive from Parent liquidated damages in an amount equal to 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement (a “Liquidated Damages Payment”); (ii) in the event the Registration Statement has not been filed with the SEC within sixty (60) days after the Measure Date, VPVP shall be entitled to receive from Parent an additional Liquidated Damages Payment; (iii) in the event the Registration Statement has not been declared effective by the SEC within ninety Effectiveness Deadline, then the Company shall pay to each Holder a Monthly Delay Payment (90as defined below) days on the day after the Measure DateEffectiveness Deadline. In addition, VPVP the Company shall be entitled to receive an additional Liquidated Damages Payment and (iv) Parent shall make an additional Liquidated Damages pay the Holder a Monthly Delay Payment for each thirty- 30 day period (30)-day period or portion thereof) thereafter (pro rated for any period of less than thirty (30) days) until during which the Registration Statement has not been declared effective; although , which Monthly Delay Payments shall not in no event shall the aggregate Liquidated Damages Payments exceed the maximum percentage permitted by law. (B) As used in any thirty- (30)-day period exceed 1.0this Agreement, a "MONTHLY DELAY PAYMENT" shall be a cash payment equal to 2% of the total aggregate purchase price of Purchase Price paid by a Holder, payable on the Registrable Shares purchased by VPVP that are to be registered date on such Registration Statement. (b) Liquidated Damages Payments may, at VPVP’s option, be delivered to VPVP in which the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereof, Parent shall deliver all Liquidated Damages Payments to VPVP by the fifth (5th) Business Day after the occurrence of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof, as applicable (the “Payment Period”). (c) In the event that VPVP elects to receive Liquidated Damages Payments in the form of New Athletics Common Stock, and such payments would result in the issuance of shares in excess of the Share Cap, Parent shall, at VPVP’s election, either: (i) issue VPVP shares of New Athletics Common Stock up to the Share Cap and deliver the remainder of the Liquidated Damages Payments in cash, such payments to be made within the Payment Period; or (ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval for the issuance to VPVP of shares of New Athletics Common Stock in excess of the Share Cap. (d) Notwithstanding anything to the contrary contained specified condition in this Section 6.2 2(b) has not been fulfilled or in any other provision the specified deficiency has not been remedied, and 2% of this Agreementthe aggregate Purchase Price paid by a Holder, payable for each 30-day period thereafter (or portion thereof) that the Liquidated Damages Payments provided specified condition in this Section 6.2 2(b) has not been fulfilled or the specified deficiency has not been remedied. Payment of the Monthly Delay Payments, and any Premium Redemption Price payment due pursuant to the other provisions of this Section 2(b), shall be VPVP’s sole due and exclusive monetary remedy payable from the Company to such Holder within 5 business days of demand therefor. Without limiting the foregoing, if payment in immediately available funds of the Premium Redemption Price is not made within such 5 business day period, the Holder may revoke and withdraw in whole or in part its election to cause the Company to make such mandatory purchase at any time prior to its receipt of such cash, without prejudice to its ability to elect to receive that particular or other Premium Redemption Price payments in the event of the occurrence of any of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof; provided, however, that VPVP shall retain all equitable remedies then available to itfuture.

Delay in Effectiveness of Registration Statement. (aA) Parent further agrees In the event that such Registration Statement has not been declared effective by: (x) the Effectiveness Deadline if the SEC does not elect to review the Registration Statement or (y) within 150 days of the Approval Date, if the SEC elects to review the Registration Statement, or the Company at any time fails to issue unlegended Registrable Securities to the extent required by Section 7 of the Amendment Agreement, then the Company shall pay each Holder (other than (i) in the event the case of a Registration Statement has not been filed declared effective, a Holder of Registrable Securities that the Company could exclude from registration in accordance with the SEC within thirty (30) days after the Measure Date, VPVP shall be entitled to receive from Parent liquidated damages in an amount equal to 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement (a “Liquidated Damages Payment”); Section 9 and (ii) in the event case of a failure to issue unlegended certificates in accordance with the Amendment Agreement, a Holder that is not a party to, including as a permitted assignee bound to, the Amendment Agreement) a Monthly Delay Payment (as defined below) with respect to each successive 30-day period (or portion thereof appropriately prorated) thereafter that effectiveness of the Registration Statement has not been filed with is delayed or failure to issue such unlegended Registrable Securities persists. (B) Subject to subsection (C)(II) below, as used in this Agreement, a “Monthly Delay Payment” shall be a cash payment equal to 1% of the SEC within sixty amount equal to (60x) the conversion price of the New Notes multiplied by (y) the sum of the number of Conversion Shares that are Registrable Securities and held by the Holder plus the number of Conversion Shares issuable upon conversion of the New Note held by the Holder. Payment of the Monthly Delay Payments shall be due and payable from the Company to such Holder on the later of (I) the end of the applicable 30-day period or portion thereof and (II) 5 business days after demand therefor. At the Measure Dateoption of the Holder, VPVP Monthly Delay Payments may be added to the outstanding Principal Amount of the New Note held by it. (C) Notwithstanding the foregoing, (I) there shall be entitled to receive excluded from Parent an additional Liquidated Damages Payment; (iii) in the event calculation of the number of days that the Registration Statement has not been declared effective by the SEC within ninety (90) days after delays which are solely attributable to delays in the Measure Date, VPVP shall be entitled to receive an additional Liquidated Damages Payment and (iv) Parent shall make an additional Liquidated Damages Payment Lender providing information required for each thirty- (30)-day period thereafter (pro rated for any period of less than thirty (30) days) until the Registration Statement has been declared effectiveor to the Lender not having otherwise complied with its obligations hereunder; although in no event shall (II) the aggregate Liquidated Damages amount of Monthly Delay Payments in payable to a Holder pursuant to this Agreement shall not exceed ten (10) times the amount of Monthly Delay Payment calculated for such Holder pursuant to subsection (B) above; and (III) no Monthly Delay Payments shall accrue as to any thirty- (30)-day period exceed 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement. (b) Liquidated Damages Payments may, at VPVP’s option, be delivered to VPVP in the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereof, Parent shall deliver all Liquidated Damages Payments to VPVP by the fifth (5th) Business Day Securities from and after the occurrence of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof, as applicable (the “Payment Period”)date such security is no longer a Registrable Security. (c) In the event that VPVP elects to receive Liquidated Damages Payments in the form of New Athletics Common Stock, and such payments would result in the issuance of shares in excess of the Share Cap, Parent shall, at VPVP’s election, either: (i) issue VPVP shares of New Athletics Common Stock up to the Share Cap and deliver the remainder of the Liquidated Damages Payments in cash, such payments to be made within the Payment Period; or (ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval for the issuance to VPVP of shares of New Athletics Common Stock in excess of the Share Cap. (d) Notwithstanding anything to the contrary contained in this Section 6.2 or in any other provision of this Agreement, the Liquidated Damages Payments provided in this Section 6.2 shall be VPVP’s sole and exclusive monetary remedy in the event of the occurrence of any of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof; provided, however, that VPVP shall retain all equitable remedies then available to it.

Delay in Effectiveness of Registration Statement. (aA) Parent further agrees that (i) in In the event the Registration Statement has not been filed with the SEC within thirty (30) days after the Measure Date, VPVP shall be entitled to receive from Parent liquidated damages in an amount equal to 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement (a “Liquidated Damages Payment”); (ii) in the event the Registration Statement has not been filed with the SEC within sixty (60) days after the Measure Date, VPVP shall be entitled to receive from Parent an additional Liquidated Damages Payment; (iii) in the event the Registration Statement has not been declared effective by the SEC within ninety Effectiveness Deadline, then the Company shall pay to each Holder a Monthly Delay Payment (90as defined below) days on the day after the Measure DateEffectiveness Deadline. In addition, VPVP the Company shall be entitled to receive an additional Liquidated Damages Payment and (iv) Parent shall make an additional Liquidated Damages pay the Holder a Monthly Delay Payment for each thirty- 30 day period (30)-day period or portion thereof) thereafter (pro rated for any period of less than thirty (30) days) until during which the Registration Statement has not been declared effective; although , which Monthly Delay Payments shall not in no event shall the aggregate Liquidated Damages Payments in exceed the maximum percentage permitted by law. For clarification purposes and without limiting any thirty- (30)-day period exceed 1.0% other provision hereof, such failure to have such Registration Statement declared effective by the Effectiveness Deadline shall constitute a default as of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration StatementEffectiveness Deadline without any cure period whatsoever. (bB) Liquidated Damages Payments mayAs used in this Agreement, at VPVP’s option, a "Monthly Delay Payment" shall be delivered a cash payment equal to VPVP $150,000 (in the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereof, Parent shall deliver aggregate to all Liquidated Damages Payments to VPVP by the fifth (5th) Business Day after the occurrence of the events described in clauses (iHolders), (ii), (iii) or (iv) of Section 6.2(a) hereof, as applicable (payable on the “Payment Period”). (c) In date on which the event that VPVP elects to receive Liquidated Damages Payments in the form of New Athletics Common Stock, and such payments would result in the issuance of shares in excess of the Share Cap, Parent shall, at VPVP’s election, either: (i) issue VPVP shares of New Athletics Common Stock up to the Share Cap and deliver the remainder of the Liquidated Damages Payments in cash, such payments to be made within the Payment Period; or (ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval for the issuance to VPVP of shares of New Athletics Common Stock in excess of the Share Cap. (d) Notwithstanding anything to the contrary contained specified condition in this Section 6.2 2(b) has not been fulfilled or the specified deficiency has not been remedied, and $150,000 (in any other provision of this Agreementthe aggregate to all Holders), payable for each 30-day period thereafter (or portion thereof) that the Liquidated Damages Payments provided specified condition in this Section 6.2 2(b) has not been fulfilled or the specified deficiency has not been remedied. Payment of the Monthly Delay Payments, and any Premium Redemption Price payment due pursuant to the other provisions of this Section 2(b), shall be VPVP’s sole due and exclusive monetary remedy payable from the Company to such Holder within 5 business days of demand therefor. Without limiting the foregoing, if payment in immediately available funds of the Premium Redemption Price is not made within such 5 business day period, the Holder may revoke and withdraw in whole or in part its election to cause the Company to make such mandatory purchase at any time prior to its receipt of such cash, without prejudice to its ability to elect to receive that particular or other Premium Redemption Price payments in the event of the occurrence of any of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof; provided, however, that VPVP shall retain all equitable remedies then available to itfuture.

Delay in Effectiveness of Registration Statement. (aA) Parent further agrees that (i) in In the event the Registration Statement has not been filed with the SEC within thirty (30) days after the Measure Date, VPVP shall be entitled to receive from Parent liquidated damages in an amount equal to 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement (a “Liquidated Damages Payment”); (ii) in the event the Registration Statement has not been filed with the SEC within sixty (60) days after the Measure Date, VPVP shall be entitled to receive from Parent an additional Liquidated Damages Payment; (iii) in the event the Registration Statement has not been declared effective by the SEC within ninety Effectiveness Deadline, then the Company shall pay in cash or common stock, as provided in Section 2(b)(v), to each Holder a Monthly Delay Payment (90as defined below) days after the Measure Date, VPVP shall be entitled to receive an additional Liquidated Damages Payment and (iv) Parent shall make an additional Liquidated Damages Payment for each thirty- 30 day period (30)-day period or portion thereof) thereafter (pro rated for any period of less than thirty (30) days) until during which the Registration Statement has not been declared effective; although , which Monthly Delay Payments shall not in no event shall the aggregate Liquidated Damages Payments in any thirty- (30)-day period exceed 1.0% of the total aggregate purchase price of the Registrable Shares purchased maximum percentage permitted by VPVP that are to be registered on such Registration Statement. (b) Liquidated Damages Payments may, at VPVP’s option, be delivered to VPVP in the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereof, Parent shall deliver all Liquidated Damages Payments to VPVP by the fifth (5th) Business Day after the occurrence of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof, as applicable (the “Payment Period”). (c) In the event that VPVP elects to receive Liquidated Damages Payments in the form of New Athletics Common Stock, and such payments would result in the issuance of shares in excess of the Share Cap, Parent shall, at VPVP’s election, either: (i) issue VPVP shares of New Athletics Common Stock up to the Share Cap and deliver the remainder of the Liquidated Damages Payments in cash, such payments to be made within the Payment Period; or (ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval for the issuance to VPVP of shares of New Athletics Common Stock in excess of the Share Cap. (d) Notwithstanding anything to the contrary contained in this Section 6.2 or in any other provision of this Agreement, the Liquidated Damages Payments provided in this Section 6.2 shall be VPVP’s sole and exclusive monetary remedy in the event of the occurrence of any of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereoflaw; provided, however, that VPVP there shall retain all equitable remedies be excluded from such period the number of days by which Holders fail to conduct their review of the Registration Statement following a reasonable time frame pursuant to Section 2(a)(viii) above (provided such delay in effectiveness is solely attributable to such Holders' delay). (B) If the Registration Statement has not been declared effective within 120 calendar days after the Effectiveness Deadline, then each Holder shall have the right but not the obligation to require the Company to redeem the Securities, in whole or in part, at the Premium Redemption Price. Each Holder shall exercise such right by providing the Company with written notice thereof (the "PUT NOTICE"), which such Put Notice shall include the type and amount of each security that the Holder seeks to redeem and a date at least five (5) business days from the date thereof on which the Holder seeks the redemption to occur (the "REDEMPTION DATE"). (C) As used in this Agreement, a "MONTHLY DELAY PAYMENT" shall be a payment in immediately available funds equal to it2% of the Aggregate Purchase Price of the Common Stock, warrants and Options held by a Holder and/or 2% of the aggregate purchase price for Option Shares and Option Warrants held by a Holder, as the case may be, for each 30 day period (or portion thereof) that the specified condition in this Section 2(b) has not been fulfilled or the specified deficiency has not been remedied, (prorated in each case as appropriate). Payment of the Monthly Delay Payments and Premium Redemption Price shall be due and payable from the Company to such Holder within five (5) business days of demand therefor. Without limiting the foregoing, if payment in immediately available funds of the Premium Redemption Price is not made within such 5 business day period, the Holder may revoke and withdraw in whole or in part its election to cause the Company to make such mandatory purchase at any time prior to its receipt of such cash, without prejudice to its ability to elect to receive that particular or other Premium Redemption Price payments in the future.

Delay in Effectiveness of Registration Statement. (aA) Parent further agrees that (i) in In the event the that such Registration Statement has not been filed with declared effective within 120 days from the SEC within thirty (30) days after the Measure Closing Date, VPVP shall be entitled or the Company at any time fails to receive from Parent liquidated damages in an amount equal to 1.0% issue unlegended Registrable Securities as required by Article VI of the total aggregate purchase price Purchase Agreement, then the Company shall pay each Holder a Monthly Delay Payment (as defined below) for each 30 day period (or portion thereof) that effectiveness of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement (a “Liquidated Damages Payment”); (ii) in the event the Registration Statement has not been filed with is delayed or failure to issue such unlegended Registrable Securities persists. In addition to the SEC within sixty (60) days after the Measure Dateforegoing, VPVP shall be entitled to receive from Parent an additional Liquidated Damages Payment; (iii) in the event if the Registration Statement has not been declared effective by the SEC within ninety (90) 210 days after the Measure Closing Date, VPVP then each Holder shall have the right to sell, at any time after the 210th day after the Closing Date, any or all of its Preferred Shares, Warrants and Option Shares to the Company for consideration (the "Mandatory Repurchase Price") equal to (I) for the Preferred Shares, the greater of (x) 120% of the Liquidation Preference of all such Preferred Shares being sold to the Company, or (y) the Liquidation Preference for the Preferred Shares being sold to the Company divided by the then applicable Conversion Price multiplied by the greater of the last closing price of the Common Stock on (i) the date a Holder exercises its option pursuant to this Section 2(b) to require repurchase of Preferred Shares or (ii) the date on which the event triggering Holder's remedies under this Section 2(b) first occurred, in each case payable in cash and (II) for the Warrants 120% of the product of (a) the difference between the greater of clauses (i) or (ii) above and the exercise price of the Warrants, multiplied by (b) the number of Warrants being sold to the Company, payable in cash, and (III) for the Option Shares, 120% of the product of (a) the greater of clauses (i) or (ii) above, multiplied by (b) the number of Option Shares being sold to the Company, payable in cash. (B) As used in this Agreement, a "Monthly Delay Payment" shall be entitled a cash payment equal to receive an additional Liquidated Damages Payment 1% of the Liquidation Preference of the Preferred Shares held by a Holder for the first 30 day period (or portion thereof) that the specified condition in this Section 2(b) has not been fulfilled or the specified deficiency has not been remedied, 2% of such Liquidation Preference for the next 30 day period (or portion thereof) that the specified condition in this Section 2(b) has not been fulfilled or the specified deficiency has not been remedied, and (iv) Parent shall make an additional Liquidated Damages Payment 3% of such Liquidation Preference thereafter for each thirty- subsequent 30 day period (30)-day period thereafter or portion thereof) that the specified condition in this Section 2(b) has not been fulfilled or the specified deficiency has not been remedied. Payment of the Monthly Delay Payments and Mandatory Repurchase Price shall be due and payable from the Company to such Holder within 5 business days of demand therefor. Without limiting the foregoing, if cash payment of the Mandatory Repurchase Price is not made within such 5 business day period, the Holder may revoke and withdraw its election to cause the Company to make such mandatory purchase at any time prior to its receipt of such cash. At the option of the Holder, Monthly Delay Payments may be added to the Liquidation Preference of the Preferred Shares held by it. (pro rated for any period C) Notwithstanding the foregoing, there shall be excluded from the calculation of less than thirty (30) days) until the number of days that the Registration Statement has not been declared effective; although effective the delays which are solely attributable to delays in no event shall the aggregate Liquidated Damages Payments in any thirty- (30)-day period exceed 1.0% of Investors providing information required for the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement. (b) Liquidated Damages Payments may, at VPVP’s option, be delivered to VPVP in the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereof, Parent shall deliver all Liquidated Damages Payments to VPVP by the fifth (5th) Business Day after the occurrence of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof, as applicable (the “Payment Period”). (c) In the event that VPVP elects to receive Liquidated Damages Payments in the form of New Athletics Common Stock, and such payments would result in the issuance of shares in excess of the Share Cap, Parent shall, at VPVP’s election, either: (i) issue VPVP shares of New Athletics Common Stock up to the Share Cap and deliver the remainder of the Liquidated Damages Payments in cash, such payments to be made within the Payment Period; or (ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval for the issuance to VPVP of shares of New Athletics Common Stock in excess of the Share Cap. (d) Notwithstanding anything to the contrary contained in this Section 6.2 or in any other provision of this Agreement, the Liquidated Damages Payments provided in this Section 6.2 shall be VPVP’s sole and exclusive monetary remedy in the event of the occurrence of any of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof; provided, however, that VPVP shall retain all equitable remedies then available to it.

Delay in Effectiveness of Registration Statement. (a) Parent The Company further agrees that that: (i) in the event the Registration Statement has not been filed with the SEC within thirty (30) 30 days after the Measure Pricing Date, VPVP shall be entitled to receive from Parent liquidated damages in an amount equal to 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement (a “Liquidated Damages Payment”); (ii) in unless the event failure to become effective is due to the Registration Statement has not been filed with fault of the SEC within sixty (60) days after Investor or one or more of the Measure DateOther Investors, VPVP shall be entitled to receive from Parent an additional Liquidated Damages Payment; (iii) in the event the Registration Statement has not been declared effective by the SEC within ninety (90) 90 days after the Measure DatePricing Date (120 days after the Pricing Date if reviewed by the SEC) or (iii) if during the 365 day period after the effective date of the Registration Statement, VPVP the Registration Statement ceases to remain continuously effective as to the Registrable Shares and such Suspension (as hereinafter defined) exceeds 30 consecutive days or a total of 60 days in such 365 day period, the Company shall be entitled pay to receive the Investor liquidated damages in the amount of 1.0% of the Actual Purchase Price and an additional Liquidated Damages Payment and (iv) Parent shall make an additional Liquidated Damages Payment liquidated damages payment of 1.0% of the Actual Purchase Price for each thirty- (30)-day 30-day period thereafter (pro rated for any period of less than thirty (30) days) until the Registration Statement has been filed, declared effectiveeffective or cured, as applicable; although provided, that, in no event shall the aggregate Liquidated Damages Payments penalty under this Section 6.2 in any thirty- (30)-day 30-day period exceed 1.0% of the total aggregate purchase price Actual Purchase Price; and, provided further, that in no event shall the Company be obligated to pay liquidated damages (a) to more than one purchaser in respect of the Registrable same Shares purchased by VPVP that are to be registered on such Registration Statement. for the same period of time, or (b) Liquidated Damages Payments may, at VPVP’s option, be delivered to VPVP in an aggregate amount that exceeds 12% of the form of cash or New Athletics Common StockAggregate Purchase Price paid for the Shares. Except as provided in Section 6.2(c)(ii) hereof, Parent The Company shall deliver all Liquidated Damages Payments to VPVP by the fifth (5th) Business Day after the occurrence of the events cash payments described in clauses (i), (ii) and (iii) to the Investor by the fifth business day after the occurrence of the event described in (i), (iiiii) or (iv) of Section 6.2(a) hereofiii), as applicable (the “Payment Period”). (c) In the event that VPVP elects to receive Liquidated Damages Payments in the form of New Athletics Common Stockapplicable, and such payments would result in the issuance of shares in excess of the Share Capany 30-day anniversary thereof, Parent shall, at VPVP’s election, either: (i) issue VPVP shares of New Athletics Common Stock up to the Share Cap and deliver the remainder of the Liquidated Damages Payments in cash, such payments to be made within the Payment Period; or (ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval for the issuance to VPVP of shares of New Athletics Common Stock in excess of the Share Cap. (d) as applicable. Notwithstanding anything to the contrary contained in this Section 6.2 or in any other provision of this Agreement, the Liquidated Damages Payments payment of cash as provided in this Section 6.2 shall be VPVPthe Investor’s sole and exclusive monetary damage remedy (but shall not limit the Investor’s right to seek specific performance under this Agreement) in the event of the occurrence of any of the events an event described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof; provided, however, that VPVP shall retain all equitable remedies then available to itiii).

Delay in Effectiveness of Registration Statement. (aA) Parent further agrees that (i) in In the event the that such Registration Statement has not been filed with declared effective within 90 days from the SEC within thirty (30) days after the Measure Closing Date, VPVP then the Company shall be entitled to receive from Parent liquidated damages in an amount equal to 1.0% pay each Holder a Monthly Delay Payment (as defined below) for each 30 day period (or portion thereof) that effectiveness of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement (a “Liquidated Damages Payment”); (ii) in the event the Registration Statement has not been filed with is delayed. In addition to the SEC within sixty (60) days after the Measure Dateforegoing, VPVP shall be entitled to receive from Parent an additional Liquidated Damages Payment; (iii) in the event if the Registration Statement has not been declared effective by the SEC within ninety (90) 120 days after the Measure Closing Date, VPVP then each Holder shall have the right to sell, at any time after the 120th day after the Closing Date, any or all of its Preferred Shares to the Company for consideration (the "Mandatory Repurchase Price") equal to the greater of (x) 120% of the Liquidation Preference of all such Preferred Shares being sold to the Company, (y) the Liquidation Preference for the Preferred Shares being sold to the Company divided by the then applicable Conversion Price multiplied by the greater of the last closing price of the Common Stock on (i) the date a Holder exercises its option pursuant to this Section 2(b) to require repurchase of Preferred Shares or (ii) the date on which the event triggering Holder's remedies under this Section 2(b) first occurred, in each case payable in cash. (B) As used in this Agreement, a "Monthly Delay Payment" shall be entitled a cash payment equal to receive an additional Liquidated Damages Payment 1% of the Liquidation Preference of the Preferred Shares EXHIBIT 10.3 held a Holder for the first 30 day period (or portion thereof) that the specified condition in this Section 2(b) has not been fulfilled or the specified deficiency has not been remedied and (iv) Parent shall make an additional Liquidated Damages Payment 2% of such Liquidation Preference thereafter for each thirty- subsequent 30 day period (30)-day period thereafter or portion thereof) that the specified condition in this Section 2(b) has not been fulfilled or the specified deficiency has not been remedied. Payment of the Monthly Delay Payments and Mandatory Repurchase Price shall be due and payable from the Company to such Holder within 5 business days of demand therefor. Without limiting the foregoing, if cash payment of the Mandatory Repurchase Price is not made within such 5 business day period, the Holder may revoke and withdraw its election to cause the Company to make such mandatory purchase at any time prior to its receipt of such cash. At the option of the Holder, Monthly Delay Payments may be added to the Liquidation Preference of the Preferred Shares held by it. (pro rated for any period C) Notwithstanding the foregoing, there shall be excluded from the calculation of less than thirty (30) days) until the number of days that the Registration Statement has not been declared effective; although effective the delays which are solely attributable to delays in no event shall the aggregate Liquidated Damages Payments in any thirty- (30)-day period exceed 1.0% of Investors providing information required for the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement. (b) Liquidated Damages Payments may, at VPVP’s option, be delivered to VPVP in the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereof, Parent shall deliver all Liquidated Damages Payments to VPVP by the fifth (5th) Business Day after the occurrence of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof, as applicable (the “Payment Period”). (c) In the event that VPVP elects to receive Liquidated Damages Payments in the form of New Athletics Common Stock, and such payments would result in the issuance of shares in excess of the Share Cap, Parent shall, at VPVP’s election, either: (i) issue VPVP shares of New Athletics Common Stock up to the Share Cap and deliver the remainder of the Liquidated Damages Payments in cash, such payments to be made within the Payment Period; or (ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval for the issuance to VPVP of shares of New Athletics Common Stock in excess of the Share Cap. (d) Notwithstanding anything to the contrary contained in this Section 6.2 or in any other provision of this Agreement, the Liquidated Damages Payments provided in this Section 6.2 shall be VPVP’s sole and exclusive monetary remedy in the event of the occurrence of any of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof; provided, however, that VPVP shall retain all equitable remedies then available to it.

Delay in Effectiveness of Registration Statement. (aA) Parent further agrees that (i) in In the event that the Registration Statement has not been filed by the Filing Deadline or been declared effective by the Effectiveness Deadline, then the Company shall pay in cash or common stock, as provided in Section 2(b)(v), to each Holder a Delay Payment for each 30 day period (or portion thereof) thereafter until the earliest of (i) the date on which a Holder's Debentures have been redeemed pursuant to its delivery of a Put Notice (as defined below) (with the SEC within thirty (30) days after the Measure Daterespect to that Holder only), VPVP shall be entitled to receive from Parent liquidated damages in an amount equal to 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement (a “Liquidated Damages Payment”); (ii) in the event first anniversary of the Closing Date, and (iii) the date on which the Registration Statement has is declared effective, which Delay Payments shall not been filed with the SEC within sixty (60) days after the Measure Date, VPVP shall be entitled to receive from Parent an additional Liquidated Damages Payment; (iii) in the event aggregate exceed the maximum percentage permitted by law. (B) If the Registration Statement has not been declared effective within one (1) year of the Closing Date, then each Holder shall have the right to require the Company to redeem the Debentures in whole or in part at the Premium Redemption Price. Each Holder shall exercise such right by providing the SEC within Company with written notice thereof (the "Put Notice") no later than forty-five (45) calendar days following the first anniversary of the Closing Date, which such Put Notice shall include the amount of Debentures that the Holder seeks to redeem and a date at least ninety (90) days after from the Measure Date, VPVP shall be entitled date thereof on which the Holder seeks the redemption to receive an additional Liquidated Damages Payment and (iv) Parent shall make an additional Liquidated Damages Payment for each thirty- (30)-day period thereafter (pro rated for any period of less than thirty (30) days) until the Registration Statement has been declared effective; although in no event shall the aggregate Liquidated Damages Payments in any thirty- (30)-day period exceed 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement. (b) Liquidated Damages Payments may, at VPVP’s option, be delivered to VPVP in the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereof, Parent shall deliver all Liquidated Damages Payments to VPVP by the fifth (5th) Business Day after the occurrence of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof, as applicable occur (the “Payment Period”). (c) In the event that VPVP elects to receive Liquidated Damages Payments in the form of New Athletics Common Stock, and such payments would result in the issuance of shares in excess of the Share Cap, Parent shall, at VPVP’s election, either: (i) issue VPVP shares of New Athletics Common Stock up to the Share Cap and deliver the remainder of the Liquidated Damages Payments in cash, such payments to be made within the Payment Period; or (ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval for the issuance to VPVP of shares of New Athletics Common Stock in excess of the Share Cap. (d) Notwithstanding anything to the contrary contained in this Section 6.2 or in any other provision of this Agreement, the Liquidated Damages Payments provided in this Section 6.2 shall be VPVP’s sole and exclusive monetary remedy in the event of the occurrence of any of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof; provided, however, that VPVP shall retain all equitable remedies then available to it."Redemption Date"

Delay in Effectiveness of Registration Statement. (a) Parent further agrees that (i) in the event If the Registration Statement has is not been filed with declared effective by the SEC within thirty (30) days after by the Measure DateEffective Deadline, VPVP shall be entitled then for each day following the Effective Deadline, until but excluding the date the SEC declares the Registration Statement effective, the Company shall, for each such day, pay each Investor with respect to receive from Parent any such failure, as liquidated damages in and not as a penalty, an amount per 30-day period equal to 1.0% of the total aggregate of (x) the per-share purchase price paid by such Investor for its Shares pursuant to this Agreement multiplied by the number of Shares then held by such Investor plus (y) the number of Merger Shares then held by such Investor multiplied by the Merger Closing Price; and for any such 30-day period, such payment shall be made no later than three Business Days following such 30-day period. If the Investor shall be prohibited from selling Registrable Shares purchased by VPVP that are to be registered on such Registration Statement (a “Liquidated Damages Payment”); (ii) in the event Securities under the Registration Statement has as a result of a Suspension of more than 60 days or Suspensions on more than two occasions of more than 90 days each in any 12-month period, then for each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not been filed with including any day on which a Suspension is lifted, the SEC within sixty Company shall pay each Investor, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.0% of the total of (60x) days after the Measure Dateper-share purchase price paid by such Investor for its Shares pursuant to this Agreement multiplied by the number of Shares then held by such Investor plus (y) the number of Merger Shares then held by such Investor multiplied by the Merger Closing Price, VPVP and such payment shall be entitled to receive from Parent an additional Liquidated Damages Payment; (iii) made no later than the first Business Day of the calendar month next succeeding the month in the event the Registration Statement has not been declared effective by the SEC within ninety (90) days after the Measure Datewhich such day occurs. For purposes of this Section 8.6, VPVP a Suspension shall be entitled to receive an additional Liquidated Damages Payment and (iv) Parent shall make an additional Liquidated Damages Payment for each thirty- (30)-day period thereafter (pro rated for any period of less than thirty (30) days) until deemed lifted on the Registration Statement date that notice that the Suspension has been declared effective; although lifted is delivered to the Investor pursuant to Section 5.7 of this Agreement. Any payments made pursuant to this Section 8.6 shall not constitute the Investor’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay any liquidated damages pursuant to this Section 8.6 (i) to more than one Investor in respect of the same Registrable Securities for the same period of time or (ii) to any Investor in an aggregate Liquidated Damages Payments in any thirty- (30)-day period exceed 1.0amount that exceeds 12% of the total aggregate sum of the purchase price paid by such Investor for the Shares pursuant to this Agreement plus the number of the Registrable Merger Shares purchased by VPVP that are to be registered on such Registration Statement. (b) Liquidated Damages Payments may, at VPVP’s option, be delivered to VPVP acquired in the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereof, Parent shall deliver all Liquidated Damages Payments to VPVP Merger by such Investor multiplied by the fifth (5th) Business Day after the occurrence of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof, as applicable (the “Payment Period”). (c) In the event that VPVP elects to receive Liquidated Damages Payments in the form of New Athletics Common Stock, and such Merger Closing Price. Such payments would result in the issuance of shares in excess of the Share Cap, Parent shall, at VPVP’s election, either: (i) issue VPVP shares of New Athletics Common Stock up shall be made to the Share Cap and deliver the remainder of the Liquidated Damages Payments Investors in cash, such payments to be made within the Payment Period; or (ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval for the issuance to VPVP of shares of New Athletics Common Stock in excess of the Share Cap. (d) Notwithstanding anything to the contrary contained in this Section 6.2 or in any other provision of this Agreement, the Liquidated Damages Payments provided in this Section 6.2 shall be VPVP’s sole and exclusive monetary remedy in the event of the occurrence of any of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof; provided, however, that VPVP shall retain all equitable remedies then available to it.