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

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing Deadline, then for each day following the Filing Deadline, until but excluding the date the Registration Statement is filed, or if the Registration Statement is not declared effective by the Commission by the Effective Deadline, then for each day following the Effective Deadline, until but excluding the date the Commission declares the Registration Statement effective, the Company shall pay the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.0% (prorated for a period of less than 30 days) of the purchase price paid by the Purchaser for the Purchased Shares pursuant to this Agreement; 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 Purchaser shall be prohibited from selling Registrable Securities under the Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month period, then for the period during which a Suspension (an “Excess Period 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 the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.0% (prorated for a period of less than 30 days) of the purchase price paid by the Purchaser for the Purchased Shares pursuant to this Agreement, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which any such Excess Period Suspension occurs. 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 the Purchaser pursuant to Section 5.8 of this Agreement. Any payments made pursuant to this Section 7.6 shall not constitute the Purchaser’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 7.6 (i) to more than one Purchaser in respect of the same securities for the same period of time or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers for the securities purchased pursuant to the Agreements. Such payments shall be made to the Purchasers in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing Deadline, then for each day following the Filing Deadline, until but excluding the date the Registration Statement is filed, or if the Registration Statement is not declared effective by the Commission by the Effective Deadline, then for each day following the Effective Deadline, until but excluding the date the Commission declares the Registration Statement effective, the Company shall shall, for each such day, pay the Purchaser Investor with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.0% (prorated for a period of less than 30 days) of the purchase price paid by the Purchaser such Investor for the Purchased its Shares pursuant to this Agreement, but only in respect to such Shares that are not eligible (without any volume limitations or other restrictions) for sale pursuant to Rule 144 or any other rule of similar effect; 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 Purchaser Investor shall be prohibited from selling Registrable Securities Shares under the Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not which in the aggregate are more than thirty (30) days each in any 12-month period, then for the period during each day on which a Suspension (an “Excess Period 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 the PurchaserInvestor, as liquidated damages and not as a penalty, but only in respect to such Shares that are not eligible (without any volume limitations or other restrictions) for sale pursuant to Rule 144 or any other rule of similar effect, an amount per 30-day period equal to 1.0% (prorated for a period of less than 30 days) of the purchase price paid by the Purchaser such Investor for the Purchased its Shares pursuant to this AgreementAgreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which any such Excess Period Suspension day occurs. For purposes of this Section 7.62.3, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to the Purchaser Investor pursuant to Section 5.8 2.3 of this Agreement. Any payments made pursuant to this Section 7.6 shall not constitute the Purchaser’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 7.6 (i) 2.3 to more than one Purchaser the Investor in respect of the same securities Shares for the same period of time or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers Investor for the securities purchased Shares pursuant to the Agreementsthis Agreement. Such payments shall be made to the Purchasers Investor in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing DeadlineDate, then for each day following the Filing DeadlineDate, until but excluding the date the Registration Statement is filed, or if the Registration Statement is not declared effective by the Commission by the Required Effective DeadlineDate, then for each day following the Required Effective DeadlineDate, until but excluding the date the Commission declares the Registration Statement effective, the Company shall shall, for each such day, pay the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.00.0333% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased Shares its Securities pursuant to this Agreement; and for any such 30-day periodday, such payment shall be made no later than three the first business days following day of the calendar month next succeeding the month in which such 30-day periodoccurs. If the Purchaser shall be prohibited from selling Registrable Securities under the Registration Statement as a result of a Suspension of more than thirty forty five (3045) consecutive days or Suspensions on of more than two sixty (2) occasions of not more than thirty (3060) days each in the aggregate in any 12-month period, then for the period during each day on which a Suspension (an “Excess Period 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 the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.00.0333% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased Shares its Securities pursuant to this AgreementAgreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which any such Excess Period Suspension day occurs. 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 the Purchaser pursuant to Section 5.8 9 of this Agreement. Any payments made pursuant to this Section 7.6 shall not constitute the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay any such liquidated damages pursuant to this Section 7.6 (i) to more than one Purchaser in respect of the same securities Securities for the same period of time or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers for the securities purchased pursuant to the Agreementstime. Such payments shall be made to the Purchasers Purchaser in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing Deadline, then for each day following the Filing Deadline, until but excluding the date the Registration Statement is filed, or if the Registration Statement is not declared effective by the Commission by the Effective Deadline, then for each day following the Effective Deadline, until but excluding the date the Commission declares the Registration Statement effective, or if after its effective date, without regard for the reason therefor or efforts with respect thereto, the Registration Statement or the Prospectus ceases, for any reason (including by reason of any Suspension), to be effective and available to the Purchaser as the holder of Registrable Securities as to all of its Registrable Securities at any time prior to the expiration or the Effectiveness Period, then for each day following the Registration Statement or Prospectus ceasing to be so effective and available (which, for the avoidance of doubt, shall include each day of any Suspension period) until the Registration Statement and Prospectus shall thereafter become effective and available, the Company shall pay the Purchaser with respect to any such failurefailure or event, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.0% (prorated for a period of less than 30 days) of the purchase price paid by the Purchaser for the Purchased Shares its Securities purchased pursuant to this Agreement; 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 Purchaser shall be prohibited from selling Registrable Securities under the Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month period, then for the period during which a Suspension (an “Excess Period 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 the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.0% (prorated for a period of less than 30 days) of the purchase price paid by the Purchaser for the Purchased Shares pursuant to this Agreement, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which any such Excess Period Suspension occurs. 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 the Purchaser pursuant to Section 5.8 of this Agreement. Any payments made pursuant to this Section 7.6 shall not constitute the Purchaser’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 7.6 (i) to more than one Purchaser in respect of the same securities Securities for the same period of time or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers for the securities Securities purchased pursuant to the Agreements. Such payments shall be made to the Purchasers in cash.

Delay in Filing or Effectiveness of Registration Statement. If the a Registration Statement is not filed by the Company with the Commission on or prior to the either Filing DeadlineDate, then for each day following the such Filing DeadlineDate, until but excluding the date the such Registration Statement is filed, or if the such Registration Statement is not declared effective by the Commission by the Required Effective DeadlineDate, then for each day following the relevant Required Effective DeadlineDate, until but excluding the date the Commission declares the such Registration Statement effective, the Company shall shall, for each such day, pay the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.00.0333% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased its Shares covered by such Registration Statement pursuant to this Agreement; and for any such 30-day periodday, such payment shall be made no later than three the first business days following day of the calendar month next succeeding the month in which such 30-day periodoccurs. If the Purchaser shall be prohibited from selling Registrable Securities Shares under the a Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month period, then for the period during each day on which a Suspension (an “Excess Period 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 the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.00.0333% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased its Shares covered by such Registration Statement pursuant to this AgreementAgreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which any such Excess Period Suspension day occurs. For purposes of this Section 7.67.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to the Purchaser pursuant to Section 5.8 9 of this Agreement. Any payments made pursuant to this Section 7.6 7.7 shall not constitute the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay any such liquidated damages pursuant to this Section 7.6 (i) to more than one Purchaser in respect of the same securities Shares for the same period of time or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers for the securities purchased pursuant to the Agreementstime. Such The liquidated damage payments imposed hereunder shall be made to the Purchasers Purchaser in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing DeadlineDate, then for each day following the Filing DeadlineDate, until but excluding the date the Registration Statement is filed, or if the Registration Statement is not declared effective by the Commission by the Required Effective DeadlineDate, then for each day following the Required Effective DeadlineDate, until but excluding the date the Commission declares the Registration Statement effective, the Company shall shall, for each such day, pay the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.00.0333% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased Shares its Securities pursuant to this Agreement; and for any such 30-day periodday, such payment shall be made no later than three the first business days following day of the calendar month next succeeding the month in which such 30-day periodoccurs. If the Purchaser shall be prohibited from selling Registrable Securities under the Registration Statement as a result of a Suspension of more than thirty sixty (3060) consecutive days or Suspensions on of more than two ninety (2) occasions of not more than thirty (3090) days each in the aggregate in any 12-month period, then for the period during each day on which a Suspension (an “Excess Period 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 the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.00.0333% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased Shares its Securities pursuant to this AgreementAgreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which any such Excess Period Suspension day occurs. 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 the Purchaser pursuant to Section 5.8 9 of this Agreement. Any payments made pursuant to this Section 7.6 shall not constitute the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay any such liquidated damages pursuant to this Section 7.6 (ia) to more than one Purchaser in respect of the same securities Securities for the same period of time or (iib) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers such Purchase for the securities purchased its Securities pursuant to the Agreementsthis Agreement. Such payments shall be made to the Purchasers Purchaser in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing DeadlineDate, then for each day following the Filing DeadlineDate, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement is not which has been declared effective by the Commission Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) by the Required Effective DeadlineDate, then for each day following the Required Effective DeadlineDate, until but excluding the date the Commission declares the Registration Statement effective, the Company shall shall, for each such day, pay the such Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.00.0333% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased its Shares pursuant to this Agreement; and for any such 30-day periodday, such payment shall be made no later than three the first business days following day of the calendar month next succeeding the month in which such 30-day periodoccurs. If the a Purchaser shall be prohibited from selling Registrable Securities Shares under the Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month period, then for the period during each day on which a Suspension (an “Excess Period 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 the such Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.00.0333% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased its Shares pursuant to this AgreementAgreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which any such Excess Period Suspension day occurs. For purposes of this Section 7.67.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to the each Purchaser pursuant to Section 5.8 9 of this Agreement. Any payments made pursuant to this Section 7.6 7.7 shall not constitute the a Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay any such liquidated damages pursuant to this Section 7.6 (i) to more than one Purchaser in respect of the same securities Shares for the same period of time or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers for the securities purchased pursuant to the Agreementstime. Such The liquidated damage payments imposed hereunder shall be made to the Purchasers each Purchaser in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Resale Registration Statement is not filed by the Company with the Commission SEC on or prior to the Filing Deadline, then for each day following the Filing Deadline, Deadline until but excluding the date the Resale Registration Statement is filedfiled or, if earlier, until the date the Shares and the Warrant Shares purchased hereunder may be sold pursuant to Rule 144 under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold (the “Applicable Rule 144 Full Liquidity Date”), or if the Resale Registration Statement is not declared effective by the Commission SEC by the Effective Deadline (unless the SEC seeks to impose, or notifies the Company that the SEC is considering, a limitation in the number of shares of Common Stock that the Purchaser and the Other Purchasers may include in the Resale Registration Statement, in which case the provisions of this Section 7.6 shall not be applicable if the Resale Registration Statement is not declared effective by the SEC by the Effective Deadline), then for each day following the Effective Deadline, Deadline until but excluding the date the Commission SEC declares the Resale Registration Statement effectiveeffective or, if earlier, until the Applicable Rule 144 Full Liquidity Date, the Company shall shall, for each such day, pay the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.0% (prorated for a period of less than 30 days) of the purchase price paid by the Purchaser for the Purchased its Shares pursuant to this Purchase Agreement; 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 Purchaser shall be prohibited from selling Registrable Securities Shares under the Resale Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month period, then for each day prior to the period during Applicable Rule 144 Full Liquidity Date on which a Suspension (an “Excess Period 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 the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.0% (prorated for a period of less than 30 days) of the purchase price paid by the Purchaser for the Purchased its Shares pursuant to this AgreementPurchase Agreement for each such 30-day period, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which any such Excess Period Suspension day occurs. 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 the Purchaser pursuant to Section 5.8 5.12 of this Purchase Agreement. Any payments made pursuant to this Section 7.6 shall not constitute the Purchaser’s exclusive remedy for such events; provided, however, that any payments made by the Purchaser pursuant to this Section 7.6 shall reduce the amount of any damages that the Purchaser may be entitled to as a 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 7.6 (i) with respect to more than one any Shares or Warrant Shares for any period of time if the Company is obligated to pay to any Other Purchaser in respect liquidated damages pursuant to Section 7.6 of the same securities Agreement executed by such Other Purchaser with respect to such Shares or Warrant Shares for the same period of time or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers Purchaser for the securities purchased Shares and the Warrants pursuant to the Agreementsthis Purchase Agreement. Such payments shall be made to the Purchasers in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing Deadline, then for each day following the Filing Deadline, until but excluding the date the Registration Statement is filed, or if the Registration Statement is not declared effective by the Commission by the Effective Deadline, then for each day following the Effective Deadline, until but excluding the date the Commission declares the Registration Statement effective, the Company shall pay the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.0% (prorated for a period of less than 30 days) of the purchase price paid by the Purchaser for the Purchased Shares pursuant to this Agreement; 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 Purchaser shall be prohibited from selling Registrable Securities under the Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month period, then for the period during which a Suspension (an “Excess Period 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 the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.0% (prorated for a period of less than 30 days) of the purchase price paid by the Purchaser for the Purchased Shares pursuant to this Agreement, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which any such Excess Period Suspension occurs. 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 the Purchaser pursuant to Section 5.8 of this Agreement. Any payments made pursuant to this Section 7.6 shall not constitute the Purchaser’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 7.6 (i) to more than one Purchaser in respect of the same securities for the same period of time or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers for the securities purchased pursuant to the Agreements. Such payments shall be made to the Purchasers in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing DeadlineDate, then for each day following the Filing DeadlineDate, until but excluding the date the Registration Statement is filed, or if the Registration Statement is not declared effective by the Commission by the Required Effective DeadlineDate, then for each day following the Required Effective DeadlineDate, until but excluding the date the Commission declares the Registration Statement effective, the Company shall shall, for each such day, pay the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.00.0333% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased Shares its Securities pursuant to this Agreement; and for any such 30-day periodday, such payment shall be made no later than three the first business days following day of the calendar month next succeeding the month in which such 30-day periodoccurs. If the Purchaser shall be prohibited from selling Registrable Securities Registration Shares under the Registration Statement as a result of a Suspension of more than thirty forty-five (3045) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month period, period of 12 consecutive months or there shall have occurred two or more Suspension in any period of 12 consecutive months then for the period during each day on which a Suspension (an “Excess Period Suspension”) is in effect that exceeds the maximum allowed period for a single Suspension or Suspensionsif there shall have been more than a single Suspension in any period of 12 consecutive months, but not including any day on which a Suspension is lifted, the Company shall pay the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.00.0333% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased Shares its Securities pursuant to this AgreementAgreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which any such Excess Period Suspension day occurs. For purposes of this Section 7.67.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to the Purchaser pursuant to Section 5.8 9 of this Agreement. Any payments made pursuant to this Section 7.6 7.7 shall not constitute the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay any such liquidated damages pursuant to this Section 7.6 (i) to more than one Purchaser in respect of the same securities Shares for the same period of time or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers for the securities purchased pursuant to the Agreementstime. Such The liquidated damage payments imposed hereunder shall be made to the Purchasers Purchaser in cash. The Company agrees that, notwithstanding the exception provided for a single Suspension of not more than 45 days in any period of twelve consecutive months (an “Excepted Suspension”), it will pay the prescribed liquidated damages during the period of the Excepted Suspension unless the suspension has been approved in good faith by the Board of Directors of the Company on the basis of a pending material undisclosed development (including, without limitation, material merger and acquisition activity).

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing DeadlineDate, then for each day following the Filing DeadlineDate, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement is not which has been declared effective by the Commission Commission, is not delivered to the Purchasers (as set forth in Section 7.1(d)) by the Required Effective DeadlineDate, then for each day following the Required Effective DeadlineDate, until but excluding the date the Commission declares the Registration Statement effective, the Company shall shall, for each such day, pay the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.00.0333% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased its Shares pursuant to this Agreement; and for any such 30-day periodday, such payment shall be made no later than three the first business days following day of the calendar month next succeeding the month in which such 30-day periodoccurs. If the Purchaser shall be prohibited from selling Registrable Securities Shares under the Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month period, then for the period during each day on which a Suspension (an “Excess Period 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 the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.00.0333% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased its Shares pursuant to this AgreementAgreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which any such Excess Period Suspension day occurs. For purposes of this Section 7.67.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to the Purchaser pursuant to Section 5.8 9 of this Agreement. Any payments made pursuant to this Section 7.6 7.7 shall not constitute the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay any such liquidated damages pursuant to this Section 7.6 (i) to more than one Purchaser in respect of the same securities Shares for the same period of time or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers for the securities purchased pursuant to the Agreementstime. Such The liquidated damage payments imposed hereunder shall be made to the Purchasers Purchaser in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing DeadlineDate, then for each day following the Filing DeadlineDate, until but excluding the date the Registration Statement is filed, or if the Registration Statement has been filed but is not declared effective by the Commission by the Required Effective DeadlineDate, then for each day following the Required Effective DeadlineDate, until but excluding the date the Commission declares the Registration Statement effective, the Company shall shall, for each such day, pay the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.00.033% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased Shares Securities it continues to hold pursuant to this AgreementAgreement as of such day; and for any such 30-day periodday, such payment shall be made no later than three the tenth business days following day of the calendar month next succeeding the month in which such 30-day periodoccurs. If the Purchaser shall be prohibited from selling the Registrable Securities Shares under the Registration Statement as a result of (i) a Suspension of more than thirty (30) days or days, (ii) Suspensions on more than one (1) occasion in any 6-month period, (iii) Suspensions on more than two (2) occasions of not more than thirty in any 12-month period or (30iv) Suspensions aggregating forty-five (45) days each or more in any 12-month period, then for the period during each day on which a Suspension (an “Excess Period Suspension”) is in effect that exceeds the maximum allowed period for a Suspension or Suspensions (or maximum number of Suspensions), but not including any day on which a Suspension is lifted, the Company shall pay the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.00.033% (prorated for a period of less than 30 days) per day of the purchase price paid by the Purchaser for the Purchased Registrable Shares the Purchaser continues to hold pursuant to this AgreementAgreement as of such day, and such payment shall be made no later than the first tenth business day of the calendar month next succeeding the month in which any such Excess Period Suspension day occurs. 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 the Purchaser pursuant to Section 5.8 9 of this Agreement. Any payments made pursuant to this Section 7.6 shall not constitute the Purchaser’s 's exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay any such liquidated damages pursuant to this Section 7.6 (i) to more than one Purchaser in respect of the same securities Registrable Shares for the same period of time or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers for the securities purchased pursuant to the Agreementstime. Such payments shall be made to the Purchasers Purchaser in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing DeadlineDate, then for each day following the Filing DeadlineDate, until but excluding the date the Registration Statement is filed, or if the Registration Statement is not declared effective by the Commission by the Required Effective DeadlineDate, then for each day following the Required Effective DeadlineDate, until but excluding the date the Commission declares the Registration Statement effective, the Company shall shall, for each such day, pay the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.00.0333% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased Shares its Securities pursuant to this Agreement; and for any such 30-day periodday, such payment shall be made no later than three the first business days following day of the calendar month next succeeding the month in which such 30-day periodoccurs. If the Purchaser shall be prohibited from selling Registrable Securities under the Registration Statement as a result of a Suspension of more than thirty (30) consecutive days or Suspensions on more than two sixty (2) occasions of not more than thirty (3060) days each in the aggregate in any 12-month 365 day period, then for the period during each day on which a Suspension (an “Excess Period 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 the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.00.0333% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased Shares its Securities pursuant to this AgreementAgreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which any such Excess Period Suspension day occurs. 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 the Purchaser pursuant to Section 5.8 9 of this Agreement. Any payments made pursuant to this Section 7.6 7.6. shall not constitute the Purchaser’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 7.6 (i) to more than one Purchaser in respect of the same securities Securities for the same period of time or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers Purchaser for the securities purchased its Securities pursuant to the Agreementsthis Agreement. Such payments shall be made to the Purchasers Purchaser in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing DeadlineDate, then for each day following the Filing DeadlineDate, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement is not which has been declared effective by the Commission Commission, is not delivered to the Subscribers (as set forth in Section 7.1(d)) by the Required Effective DeadlineDate, then for each day following the Required Effective DeadlineDate, until but excluding the date the Commission declares the Registration Statement effective, the Company shall shall, for each such day, pay the Purchaser Subscriber with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.00.0333% (prorated for a period of less than 30 days) of the purchase price paid by the Purchaser such Subscriber for the Purchased Shares its Securities pursuant to this Agreement; and for any such 30-day periodday, such payment shall be made no later than three the first business days following day of the calendar month next succeeding the month in which such 30-day periodoccurs. If the Purchaser Subscriber shall be prohibited from selling Registrable Securities Shares under the Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month period, then for the period during each day on which a Suspension (an “Excess Period 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 the PurchaserSubscriber, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.00.0333% (prorated for a period of less than 30 days) of the purchase price paid by the Purchaser such Subscriber for the Purchased Shares Securities pursuant to this AgreementAgreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which any such Excess Period Suspension day occurs. For purposes of this Section 7.67.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to the Purchaser Subscriber pursuant to Section 5.8 17 of this Subscription Agreement. Any payments made pursuant to this Section 7.6 7.7 shall not constitute the PurchaserSubscriber’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay any such liquidated damages pursuant to this Section 7.6 (i) to more than one Purchaser Subscriber in respect of the same securities Securities for the same period of time or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers for the securities purchased pursuant to the Agreementstime. Such The liquidated damage payments imposed hereunder shall be made to the Purchasers Subscriber in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing Deadline, then for each day following the Filing Deadline, until but excluding the date the Registration Statement is filed, or if the Registration Statement is not declared effective by the Commission by the Effective DeadlineDeadline due to a breach by the Company of its obligations under Section 7.2(ii) hereof, then for each day following the Effective Deadline, until but excluding the date the Commission declares the Registration Statement effective, the Company shall shall, for each such day, pay the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.02.0% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased its Shares pursuant to this AgreementAgreement (calculated on a daily pro rata basis for any portion of such 30-day period prior to the cure of such failure); and for any such 30-day periodperiod (or earlier period if such failure is cured prior to 30 days), such payment shall be made no later than three business days following such 30-day periodperiod (or earlier period if such failure is cured prior to 30 days). If If, due to any failure of the Company to use its commercially reasonable efforts, the Purchaser shall be prohibited from selling Registrable Securities Shares under the Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month period, then for the period during each day on which a Suspension (an “Excess Period 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 the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.02.0% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased its Shares pursuant to this AgreementAgreement for each such day (calculated on a daily pro rata basis for any portion of such 30-day period prior to the cure of such event), and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which any such Excess Period Suspension day occurs. For purposes of this Section 7.67.4, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to the Purchaser pursuant to Section 5.8 of this AgreementPurchaser. Any payments made pursuant to this Section 7.6 7.4 shall not constitute the Purchaser’s sole and exclusive legal remedy for such events (provided, that the Purchaser may, in lieu of such legal remedy, xxx for specific performance for such events). Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay any liquidated damages pursuant to this Section 7.6 (i) 7.4 to more than one Purchaser in respect of the same securities Shares for the same period of time or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers for the securities purchased pursuant to the Agreements. Such payments shall be made to the Purchasers in cashtime.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing Deadline, then for each day following the Filing Deadline, until but excluding the date the Registration Statement is filed, or if the Registration Statement is not declared effective by the Commission by the Effective Deadline, then for each day following the Effective Deadline, until but excluding the date the Commission declares the Registration Statement effective, the Company shall shall, for each such day, pay the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.0% (prorated for a period of less than 30 days) of the purchase price paid pursuant to this Agreement by the Purchaser for the Purchased Shares pursuant to this Agreementowned by the Purchaser at such time; 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 Purchaser shall be prohibited from selling Registrable Securities Shares under the Registration Statement as a result of a Suspension of more than thirty (30) 30 consecutive days or Suspensions on more than two (2) occasions of not more than thirty (30) 30 days each in any 12-month period, then for the period during each day on which a Suspension (an “Excess Period 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 the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.0% (prorated for a period of less than 30 days) of the purchase price paid pursuant to this Agreement by such Purchaser for the Shares owned by the Purchaser at such time for the Purchased Shares pursuant to this Agreementeach such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which any such Excess Period Suspension day occurs. 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 the Purchaser pursuant to Section 5.8 5.9 of this Agreement. Any payments made pursuant to this Section 7.6 shall not constitute the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, the liquidated damages payable to the Purchaser shall not exceed 16% of the aggregate purchase price paid by the Purchaser for the Shares and in no event shall the Company be obligated to pay any liquidated damages pursuant to this Section 7.6 (i) to more than one Purchaser in respect of the same securities Shares for the same period of time or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers for the securities purchased pursuant to the Agreementstime. Such payments shall be made to the Purchasers in cash. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date of demand therefor, the Company will pay interest thereon at a rate of 10% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Purchaser, accruing daily from the date such liquidated damages are due until such amounts, plus all interest thereon, are paid in full.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing DeadlineDate, then for each day following the Filing DeadlineDate, until but excluding the date the Registration Statement is filed, or if the Registration Statement is not declared effective by the Commission by the Required Effective DeadlineDate, then for each day following the Required Effective DeadlineDate, until but excluding the date the Commission declares the Registration Statement effective, the Company shall shall, for each such day, pay the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.00.0333% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased its Shares pursuant to this Agreement; and for any such 30-day periodday, such payment shall be made no later than three the first business days following day of the calendar month next succeeding the month in which such 30-day periodoccurs. If the Purchaser shall be prohibited from selling Registrable Securities Shares under the Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month period, then for the period during each day on which a Suspension (an “Excess Period 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 the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.00.0333% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased its Shares pursuant to this AgreementAgreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which any such Excess Period Suspension day occurs. For purposes of this Section 7.67.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to the Purchaser pursuant to Section 5.8 9 of this Agreement. Any payments made pursuant to this Section 7.6 7.7. shall not constitute the Purchaser’s 's exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay any such liquidated damages pursuant to this Section 7.6 (i) to more than one Purchaser in respect of the same securities Shares for the same period of time or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers for the securities purchased pursuant to the Agreementstime. Such payments shall be made to the Purchasers Purchaser in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing Deadline, then for each day following the Filing Deadline, until but excluding the date the Registration Statement is filed, or if the Registration Statement is not declared effective by the Commission by the Effective Deadline, then for each day following the Effective Deadline, until but excluding the date the Commission declares the Registration Statement effective, the Company shall shall, for each such day, pay the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.0% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased its Shares pursuant to this AgreementAgreement (pro rata on a 30 day basis); 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 Purchaser shall be prohibited from selling Registrable Securities Shares under the Registration Statement as a result of a Suspension of more than thirty (30) 5 consecutive days or Suspensions on of more than two (2) occasions an aggregate of not more than thirty (30) 20 days each in any 12365-month periodday period (provided, that each subsequent Suspension must be at least two trading days after the last day of any prior Suspension), then for the period during each day on which a Suspension (an “Excess Period 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 the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.0% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased its Shares pursuant to this AgreementAgreement for each such day (pro rata on a 30 day basis), and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which any such Excess Period Suspension day occurs. 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 the Purchaser pursuant to Section 5.8 5.9 of this Agreement. Any payments made pursuant to this Section 7.6 shall not constitute the Purchaser’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 7.6 (i) to more than one Purchaser in respect of the same securities Shares for the same period of time or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers for the securities purchased pursuant to the Agreementstime. Such payments shall be made to the Purchasers in cash. In the event the Company fails to make payments pursuant to this Section 7.6 in a timely manner, such payments shall bear interest at the rate of 1.0% per month (pro rata on a 30 day basis) until paid in full.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing Deadline, then for each day following the Filing Deadline, until but excluding the date the Registration Statement is filed, or if the Registration Statement is not declared effective by the Commission by the Effective Deadline, then for each day following the Effective Deadline, until but excluding the date the Commission declares the Registration Statement effective, the Company shall shall, for each such day, pay the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day 30‑day period equal to 1.0% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased its Shares pursuant to this AgreementAgreement (calculated on a daily pro rata basis for any portion of such 30-day period prior to the cure of such failure); and for any such 30-day periodperiod (or earlier period if such failure is cured prior to 30 days), such payment shall be made no later than three business days following such 30-day periodperiod (or earlier period if such failure is cured prior to 30 days). If the Purchaser shall be prohibited from selling Registrable Securities Shares under the Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month 12‑month period, then for the period during each day on which a Suspension (an “Excess Period 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 the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.0% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased its Shares pursuant to this AgreementAgreement for each such day (calculated on a daily pro rata basis for any portion of such 30-day period prior to the cure of such event), and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which any such Excess Period Suspension day occurs. 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 the Purchaser pursuant to Section 5.8 5(h) of this Agreement. Any payments made pursuant to this Section 7.6 shall not constitute the Purchaser’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 7.6 (i) to more than one Purchaser in respect of the same securities Shares for the same period of time or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers for the securities purchased Shares pursuant to the Agreementsthis Agreement. Such payments shall be made to the Purchasers in cash.

Delay in Filing or Effectiveness of Registration Statement. If (i) the Registration Statement is not filed by the Company with the Commission on or prior to the Filing DeadlineDate, then for each day following the Filing DeadlineDate, until but excluding the date the Registration Statement is filed, or if (ii) the Registration Statement is not declared effective by the Commission by the Required Effective DeadlineDate, then for each day following the Required Effective DeadlineDate, until but excluding the date the Commission declares the Registration Statement effective, in each case, the Company shall shall, for each such day, pay the Purchaser with respect to any such failure, as liquidated partial damages and not as a penalty, an amount per 30-day period equal to 1.00.0667% (prorated for a period of less than 30 days) of the purchase price paid by the Purchaser for the Purchased Shares Securities pursuant to this Agreement; and for any such 30-day periodday, such payment shall be made no later than three the first business days following day of the calendar month next succeeding the month in which such 30-day periodoccurs. If the Purchaser shall be prohibited from selling Registrable Securities any of the Shares under the Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month period, then for the period during each day on which a Suspension (an “Excess Period Suspension”) is in effect that exceeds the maximum allowed period above for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay the Purchaser, as liquidated partial damages and not as a penalty, an amount per 30-day period equal to 1.00.0667% (prorated for a period of less than 30 days) of the purchase price paid by the Purchaser for the Purchased Shares Securities purchased pursuant to this AgreementAgreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which any such Excess Period Suspension day occurs. 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 the Purchaser pursuant to Section 5.8 11 of this Agreement. Any payments made pursuant to this Section 7.6 7.6. shall not constitute the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay any liquidated such partial damages pursuant to this Section 7.6 (i) to more than one Purchaser person in respect of the same securities Securities for the same period of time or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers for the securities purchased pursuant to the Agreementstime. Such payments shall be made to the Purchasers Purchaser in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing Deadline, then for each day following the Filing Deadline, until but excluding the date the Registration Statement is filed, or if the Registration Statement is not declared effective by the Commission by the Effective Deadline, then for each day following the Effective Deadline, until but excluding the date the Commission declares the Registration Statement effective, the Company shall shall, for each such day, pay the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.0% (prorated for a period of less than 30 days) 1.0%22 of the purchase price paid by the such Purchaser for the Purchased its Shares pursuant to this Agreement; 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 Purchaser shall be prohibited from selling Registrable Securities Shares under the Registration Statement as a result of a Suspension of more than thirty (30) 30 days or Suspensions on more than two (2) occasions of not more than thirty (30) 30 days each in any 12-month period, then for the period during each day on which a Suspension (an “Excess Period 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 the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.0% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased its Shares pursuant to this AgreementAgreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which any such Excess Period Suspension day occurs. 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 the Purchaser pursuant to Section 5.8 5(h) of this Agreement. Any payments made pursuant to this Section 7.6 shall not constitute the Purchaser’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 7.6 (i) to more than one Purchaser in respect of the same securities Shares for the same period of time time, or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers for the securities purchased Shares pursuant to the Agreementsthis Agreement. Such payments shall be made to the Purchasers in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission SEC on or prior to the Filing Deadline, then for each day following the Filing Deadline, until but excluding the date the Registration Statement is filed, or if the Registration Statement is not declared effective by the Commission SEC by the Effective Deadline, then for each day following the Effective Deadline, until but excluding the date the Commission SEC declares the Registration Statement effective, the Company shall shall, for each such day, pay the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day 30‑day period equal to 1.0% (prorated for a period of less than 30 days) of the purchase price Purchase Price paid by the such Purchaser for the Purchased its Shares pursuant to this Agreement; 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 Purchaser shall be prohibited from selling Registrable Securities Conversion Shares under the Registration Statement as a result of a Suspension of more than thirty sixty (3060) days or Suspensions on in the aggregate of more than two ninety (2) occasions of not more than thirty (3090) days each in any 12-month 365 day period, then for the period during each day on which a Suspension (an “Excess Period 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 the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.0% (prorated for a period of less than 30 days) of the purchase price Purchase Price paid by the such Purchaser for the Purchased its Shares pursuant to this AgreementAgreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which any such Excess Period Suspension day occurs. For purposes of this Section 7.67.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to the Purchaser pursuant to Section 5.8 5.9 of this Agreement. Any payments made pursuant to this Section 7.6 7.7 shall not constitute the Purchaser’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 7.6 7.7 (i) to more than one Purchaser in respect of the same securities Shares for the same period of time or (ii) in an aggregate amount that exceeds 10% of the purchase price Purchase Price paid by the Purchasers for the securities purchased Shares pursuant to the Agreements. Such payments shall be made to the Purchasers in cash.

Delay in Filing or Effectiveness of Registration Statement. (a) If the Registration Statement is not filed by the Company with the Commission SEC on or prior to the Filing DeadlineDeadline Date, then for each day following the Filing DeadlineDeadline Date, until but excluding the date the Registration Statement is filed, or if the Registration Statement is not declared effective by the Commission SEC by the Effective DeadlineEffectiveness Deadline Date, then for each day following the Effective DeadlineEffectiveness Deadline Date, until but excluding the date the Commission SEC declares the Registration Statement effective, the Company shall shall, for each such day, pay the Purchaser with respect to any such failureeach Investor in cash, as liquidated damages ("Liquidated Damages") and not as a penalty, an amount per 30-day period equal to 1.00.0493% (prorated for a period of less than 30 days) of the purchase price paid Purchase Price of each Share held by the Purchaser for the Purchased Shares pursuant such Investor with respect to this Agreement; any such failure and for any such 30-day period, such payment shall be made no later than three business days following such 30-day periodday. If the Purchaser shall be prohibited from selling Registrable Securities under the Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month period, then for the period during which a Suspension (an “Excess Period 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 the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.0% (prorated for a period of less than 30 days) of the purchase price paid by the Purchaser for the Purchased Shares pursuant to this Agreement, and such Such payment shall be made no later than the first fifth business day of the calendar month next succeeding the month in which any such Excess Period Suspension day occurs. For purposes Such Liquidated Damages shall constitute the Investors' exclusive remedy at law, but not in equity, for such events. (b) Notwithstanding the foregoing, no Liquidated Damages shall be due or payable hereunder if the Company has filed the Registration Statement with the SEC on or prior to the Filing Deadline Date, has received a "comment letter" from the SEC and has responded within ten (10) days following the Company's receipt of such comment letter, provided that the Company has communicated the SEC's comments to the Investors within ten (10) days of the Company's receipt thereof. The Investors shall be bound by the provisions of this Agreement (including, without limitation, the provisions of Section 7.67 hereof) with respect to any and all non-public information communicated to them pursuant to this Section 0. Furthermore, a Suspension shall be deemed lifted commencing on the date that notice that is one-year after the Suspension has been lifted is delivered to the Purchaser pursuant to Section 5.8 of this Agreement. Any payments made pursuant to this Section 7.6 shall not constitute the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisionsClosing Date, in no event shall the Company be obligated to pay any liquidated damages pursuant to this Section 7.6 (i) to more than one Purchaser in respect of the same securities for the same period of time or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers for the securities purchased pursuant to the Agreements. Such payments Liquidated Damages shall be made due or payable with respect to the Purchasers that portion of an Investor's Registrable Securities that can be immediately sold in cashreliance on Rule 144.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing DeadlineDeadline Date, then for each day following the Filing DeadlineDeadline Date, until but excluding the date the Registration Statement is filed, or if the Registration Statement is not declared effective by the Commission by the Effective DeadlineEffectiveness Deadline Date, or if, after the date the registration statement is declared effective, sales pursuant to the registration statement are suspended for more than the periods set forth in Section 10(c) below, then for each day following the Effective DeadlineFiling Deadline Date or Effectiveness Deadline Date (as the case may be), until but excluding the date the Registration Statement is filed or the Commission declares the Registration Statement effectiveeffective (as the case may be), and for each day in excess of the days permitted for suspensions under Section 10(c), the Company shall shall, for each such day, pay each Purchaser that has completed and delivered to the Purchaser with respect Company, at least five business days prior to any such failurethe date the Registration Statement is declared effective, a Selling Stockholder Questionnaire, as liquidated damages and not as a penalty, an amount equal to a rate per 30year of 12% of the Purchase Price for the first 28-day period equal to 1.0and a rate per year of 18% (prorated for a period of less than 30 days) of the purchase price paid by the Purchaser for the Purchased Shares pursuant to this AgreementPurchase Price thereafter; and for any such 30-day periodday, such payment shall be made no later than three business days following such 30-day period. If the Purchaser shall be prohibited from selling Registrable Securities under the Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month period, then for the period during which a Suspension (an “Excess Period 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 the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.0% (prorated for a period of less than 30 days) of the purchase price paid by the Purchaser for the Purchased Shares pursuant to this Agreement, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which any such Excess Period Suspension occursday occurs and shall be prorated for partial periods. For purposes The parties agree that the sole damages payable for a violation of the terms of this Section 7.6, a Suspension Agreement with respect to which liquidated damages are expressly provided shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to such liquidated damages. Nothing shall preclude the Purchaser pursuant from pursuing or obtaining specific performance or other equitable relief with respect to Section 5.8 of this Agreement. Any payments made pursuant to The parties hereto agree that the liquidated damages provided for in this Section 7.6 shall not 9 constitute the Purchaser’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 7.6 (i) to more than one Purchaser in respect a reasonable estimate of the same securities for damages that may be incurred by the same period of time or (ii) in an aggregate amount that exceeds 10% Purchaser by reason of the purchase price paid by failure of the Purchasers for Registration Statement to be filed or declared effective in accordance with the securities purchased pursuant to provisions hereof, except in the Agreements. Such payments shall be made to case of the Purchasers in cashCompany’s willful breach.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing Deadline, then for each day following the Filing Deadline, until but excluding the date the Registration Statement is filed, or if the Registration Statement is not declared effective by the Commission by the Effective Deadline, then for each day following the Effective Deadline, until but excluding the date the Commission declares the Registration Statement effective, the Company shall shall, for each such day, pay the Purchaser Investor with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.0% (prorated for a period of less than 30 days) of the purchase price paid by the Purchaser such Investor for the Purchased its Shares pursuant to this Agreement, but only in respect to such Shares that are not eligible (without any volume limitations or other restrictions) for sale pursuant to Rule 144 or any other rule of similar effect; 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 Purchaser Investor shall be prohibited from selling Registrable Securities Shares under the Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not which in the aggregate are more than thirty (30) days each in any 12-month period, then for the period during each day on which a Suspension (an “Excess Period 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 the PurchaserInvestor, as liquidated damages and not as a penalty, but only in respect to such Shares that are not eligible (without any volume limitations or other restrictions) for sale pursuant to Rule 144 or any other rule of similar effect, an amount per 30-day period equal to 1.0% (prorated for a period of less than 30 days) of the purchase price paid by the Purchaser such Investor for the Purchased its Shares pursuant to this AgreementAgreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which any such Excess Period Suspension day occurs. For purposes of this Section 7.62.3, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to the Purchaser Investor pursuant to Section 5.8 2.3 of this Agreement. Any payments made pursuant to this Section 7.6 shall not constitute the Purchaser’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 7.6 (i) 2.3 to more than one Purchaser Investor in respect of the same securities Shares for the same period of time or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers Investors for the securities purchased Shares pursuant to the Agreementsthis Agreement. Such payments shall be made to the Purchasers Investors in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing DeadlineDate, then for each day following the Filing DeadlineDate, until but excluding the date the Registration Statement is filed, or if the Registration Statement is not declared effective by the Commission by the Required Effective DeadlineDate, then for each day following the Required Effective DeadlineDate, until but excluding the date the Commission declares the Registration Statement effective, the Company shall shall, for each such day, pay the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.00.0333% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased its Shares pursuant to this Agreement; and for any such 30-day periodday, such payment shall be made no later than three the first business days following day of the calendar month next succeeding the month in which such 30-day periodoccurs. If the Purchaser shall be prohibited from selling Registrable Securities Shares under the Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month period, then for the period during each day on which a Suspension (an “Excess Period 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 the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.00.0333% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased its Shares pursuant to this AgreementAgreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which any such Excess Period Suspension day occurs. For purposes of this Section 7.67.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to the Purchaser pursuant to Section 5.8 9 of this Agreement. Any payments made pursuant to this Section 7.6 7.7 shall not constitute the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay any such liquidated damages pursuant to this Section 7.6 (i) to more than one Purchaser in respect of the same securities Shares for the same period of time or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers for the securities purchased pursuant to the Agreementstime. Such payments shall be made to the Purchasers Purchaser in cash.

Delay in Filing or Effectiveness of Registration Statement. If the a Registration Statement is not filed by the Company with the Commission on or prior to the Filing DeadlineDate, then for each day following the Filing DeadlineDate, until but excluding the date the such Registration Statement is filed, or if the such Registration Statement is not declared effective by the Commission by the Required Effective DeadlineDate, then for each day following the relevant Required Effective DeadlineDate, until but excluding the date the Commission declares the such Registration Statement effective, the Company shall shall, for each such day, pay the each Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.00.0667% (prorated for a period of less than 30 days) of the purchase price total consideration paid by the such Purchaser for the Purchased its Registrable Shares covered by such Registration Statement pursuant to this Agreement; and for any such 30-day periodday, such payment shall be made no later than three the first business days following day of the calendar month next succeeding the month in which such 30-day periodoccurs. If the such Purchaser shall be prohibited from selling Registrable Securities Shares under the a Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month period, then for the period during each day on which a Suspension (an “Excess Period 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 the such Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.00.0667% (prorated for a period of less than 30 days) of the purchase price total consideration paid by the such Purchaser for the Purchased its Registrable Shares covered by such Registration Statement pursuant to this AgreementAgreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which any such Excess Period Suspension day occurs. For purposes of this Section 7.610.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to the Purchaser Purchasers pursuant to Section 5.8 11.2 of this Agreement. Any payments made pursuant to this Section 7.6 10.7 shall not constitute the Purchaser’s Purchasers' exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay any such liquidated damages pursuant to this Section 7.6 (i) to more than one Purchaser in respect of the same securities Registrable Shares for the same period of time or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers for the securities purchased pursuant to the Agreementstime. Such The liquidated damage payments imposed hereunder shall be made to the Purchasers Purchaser in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Initial Registration Statement is not filed by the Company with the Commission on or prior to the Filing Deadline, then for each day following the Filing Deadline, until but excluding the date the Registration Statement is filed, or if the Registration Statement is not declared effective by the Commission by the Effective Deadline, then for each day following the Effective Deadline, until but excluding the date the Commission declares the applicable Registration Statement effective, the Company shall shall, for each such day, pay the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.0% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased Shares its Securities pursuant to this AgreementAgreement (pro rata on a 30 day basis) (the "LIQUIDATED DAMAGES"); and for any such 30-day period, such payment shall be made no later than three business days seven Business Days following such 30-day period. If the Purchaser shall be prohibited from selling Registrable Securities under the a Registration Statement as a result of a Suspension of more than thirty (30) days or 15 consecutive days, Suspensions on of more than two (2) occasions an aggregate of not more than thirty (30) 30 days each in any 12365-month day period or less than 5 Trading Days elapse between any Suspension period, then for the period during each day on which a Suspension (an “Excess Period 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 the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.0% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased Shares its Securities pursuant to this AgreementAgreement for each such day (pro rata on a 30 day basis), and such payment shall be made no later than the first business day Business Day of the calendar month next succeeding the month in which any such Excess Period Suspension day occurs. 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 the Purchaser pursuant to Section 5.8 of this Agreement. Any payments made pursuant to this Section 7.6 shall not constitute the Purchaser’s exclusive remedy for such events5.9. Notwithstanding the foregoing provisions, in no event shall the Company be obligated (i) to pay any liquidated damages Liquidated Damages pursuant to this Section 7.6 (i) to more than one Purchaser in respect of the same securities Securities for the same period of time or and (ii) in an aggregate amount that exceeds to pay to Purchaser Liquidated Damages pursuant to this Section 7.6 of more than 10% of the purchase price Aggregate Purchase Price. In the event the Company fails to make such Liquidated Damages payments in a timely manner, such Liquidated Damages shall bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid by the Purchasers for the securities purchased pursuant to the Agreements. Such payments shall be made to the Purchasers in cashfull.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission SEC on or prior to the Filing Deadline, then for each day following the Filing Deadline, until but excluding the date the Registration Statement is filed, or if the Registration Statement is not declared effective by the Commission SEC by the Effective Deadline, then for each day following the Effective Deadline, until but excluding the date the Commission SEC declares the Registration Statement effective, the Company shall shall, for each such day, pay the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.0% (prorated for a period of less than 30 days) of the purchase price Purchase Price paid by the such Purchaser for the Purchased its Shares pursuant to this Agreement; 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 Purchaser shall be prohibited from selling Registrable Securities Conversion Shares under the Registration Statement as a result of a Suspension of more than thirty sixty (3060) days or Suspensions on in the aggregate of more than two ninety (2) occasions of not more than thirty (3090) days each in any 12-month 365 day period, then for the period during each day on which a Suspension (an “Excess Period 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 the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.0% (prorated for a period of less than 30 days) of the purchase price Purchase Price paid by the such Purchaser for the Purchased its Shares pursuant to this AgreementAgreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which any such Excess Period Suspension day occurs. For purposes of this Section 7.67.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to the Purchaser pursuant to Section 5.8 5.9 of this Agreement. Any payments made pursuant to this Section 7.6 7.7 shall not constitute the Purchaser’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 7.6 7.7 (i) to more than one Purchaser in respect of the same securities Shares for the same period of time or (ii) in an aggregate amount that exceeds 10% of the purchase price Purchase Price paid by the Purchasers for the securities purchased Shares pursuant to the Agreements. Such payments shall be made to the Purchasers in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing Deadline, then for each day following the Filing Deadline, until but excluding the date the Registration Statement is filed, or if the Registration Statement is not declared effective by the Commission by the Effective Deadline, then for each day following the Effective Deadline, until but excluding the date the Commission declares the Registration Statement effective, the Company shall shall, for each such day, pay the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.0% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased its Shares pursuant to this AgreementAgreement (calculated on a daily pro rata basis for any portion of such 30-day period prior to the cure of such failure); and for any such 30-day periodperiod (or earlier period if such failure is cured prior to 30 days), such payment shall be made no later than three business days following such 30-day periodperiod (or earlier period if such failure is cured prior to 30 days). If the Purchaser shall be prohibited from selling Registrable Securities Shares under the Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month period, then for the period during each day on which a Suspension (an “Excess Period 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 the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.0% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased its Shares pursuant to this AgreementAgreement for each such day (calculated on a daily pro rata basis for any portion of such 30-day period prior to the cure of such event), and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which any such Excess Period Suspension day occurs. 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 the Purchaser pursuant to Section 5.8 5.11 of this Agreement. Any payments made pursuant to this Section 7.6 shall not constitute the Purchaser’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 7.6 (i) to more than one Purchaser in respect of the same securities Shares for the same period of time or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers for the securities purchased Shares pursuant to the Agreementsthis Agreement. Such payments shall be made to the Purchasers in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing DeadlineDate, then for each day following the Filing DeadlineDate, until but excluding the date the Registration Statement is filed, or if the Registration Statement is not declared effective by the Commission by the Required Effective DeadlineDate, then for each day following the Required Effective DeadlineDate, until but excluding the date the Commission declares the Registration Statement effective, the Company shall shall, for each such day, pay the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.00.0333% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased its Shares pursuant to this Agreement; and for any such 30-day periodday, such payment shall be made no later than three the first business days following day of the calendar month next succeeding the month in which such 30-day periodoccurs. If the Purchaser shall be prohibited from selling Registrable Securities Shares under the Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month period, then for the period during each day on which a Suspension (an “Excess Period 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 the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.00.0333% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased its Shares pursuant to this AgreementAgreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which any such Excess Period Suspension day occurs. For purposes of this Section 7.67.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to the Purchaser pursuant to Section 5.8 9 of this Agreement. Any payments made pursuant to this Section 7.6 7.7. shall not constitute the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay any such liquidated damages pursuant to this Section 7.6 (i) to more than one Purchaser in respect of the same securities Shares for the same period of time or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers for the securities purchased pursuant to the Agreementstime. Such payments shall be made to the Purchasers Purchaser in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing Deadline, then for each day following the Filing Deadline, until but excluding the date of the Registration Statement is filed, or if the Registration Statement is not declared effective by the Commission by sixty (60) days following the Filing Deadline (the “Effective Deadline”), then for each day following the Effective Deadline, until but excluding the date the Commission declares the Registration Statement effective, the Company shall shall, for each such day, pay the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-30 day period equal to 1.0% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased its Shares pursuant to this Agreement; and for any such 30-30 day period, such payment shall be made no later than three business days following such 30-30 day period. If the Purchaser shall be prohibited from selling Registrable Securities Shares under the Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-a 12 month period, then for the period during each day on which a Suspension (an “Excess Period Suspension”) is in effect that exceeds the a maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay the Purchaser, as liquidated damages and not as a penalty, an amount per 30-30 day period equal to 1.0% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased its Shares pursuant to this AgreementAgreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which any such Excess Period Suspension day occurs. 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 the Purchaser pursuant to Section 5.8 5(h) of this Agreement. Any payments made pursuant to this Section 7.6 shall not constitute the Purchaser’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 7.6 (i) to more than one Purchaser in respect of the same securities Shares for the same period of time or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers for the securities purchased Shares pursuant to the Agreementsthis Agreement. Such payments shall be made to the Purchasers in cash.

Delay in Filing or Effectiveness of Registration Statement. If In the event that the Registration Statement is not (A) filed by the Company with the Commission on or prior to the Filing Deadline, then for each day SEC within thirty-five (35) days following the Filing DeadlineClosing Date or (B) declared effective within ninety (90) days following the Closing Date or, until but excluding in the date event of a review of the Registration Statement is filed, or if the Registration Statement is not declared effective by the Commission by the Effective DeadlineSEC, then for each day within one hundred twenty (120) days following the Effective Deadline, until but excluding the date the Commission declares the Closing Date (a “Registration Statement effectiveDelay”), the Company shall pay to each Purchaser who has provided the Purchaser with respect to any such failure, as documents contemplated by Section 4(k) liquidated damages and not as at a penalty, an amount per 30-day period rate equal to 1.0(i) 0.5% (prorated for a period of less than 30 days) of the total purchase price paid by the Purchaser for of the Purchased Shares Securities purchased by such Purchaser pursuant to this Agreement; Agreement for the first fourteen (14) days a Registration Delay has occurred, (ii) 1.0% of the total purchase price of the Purchased Securities purchased by such Purchaser pursuant to this Agreement for the second fourteen (14) days a Registration Delay has occurred, and (iii) 2.5% of the total purchase price of the Purchased Securities purchased by such Purchaser pursuant to this Agreement for any such 30-day period, such payment shall be made no later than three business days following such 30-day period. If the Purchaser shall be prohibited from selling Registrable Securities under the Registration Statement as a result of a Suspension of more than every successive thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month period, then for the period during which a Suspension (an “Excess Period 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 the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.0% (prorated for a period of less than 30 days) of the purchase price paid by the Purchaser for the Purchased Shares pursuant to this Agreement, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which any such Excess Period Suspension occurs. 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 the Purchaser pursuant to Section 5.8 of this Agreement. Any payments made pursuant to this Section 7.6 shall not constitute the Purchaser’s exclusive remedy for such eventsoccurs thereafter. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay any such liquidated damages pursuant to this Section 7.6 (ia) to more than one Purchaser in respect of the same securities Purchased Securities for the same period of time or (iib) for each of the first two (2) years following the Closing Date, in an annual aggregate amount that exceeds 1018% of the purchase price paid by the Purchasers Purchaser for the securities purchased pursuant to Shares provided that the Agreementspenalty in the second year shall reset at the one (1) year anniversary of the date the Registration Delay occurred. Such payments liquidated damages shall be made payable within ten (10) days of the end of each one (1) month anniversary of the applicable filing or effectiveness deadline set forth in this section 5(d)(i). Such liquidated damages shall be the Purchaser’s sole monetary remedy for such delay (unless such liquidated damages are disallowed, reduced or not permitted by applicable law). Nothing shall preclude a Purchaser from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement in accordance with applicable law. The parties agree that the Purchasers liquidated damages provided for above constitute a reasonable estimate of the damages that may be incurred by holders of Purchased Shares by reason of the failure of the Registration Statement to be filed or declared effective or available for effecting resales of Purchased Shares in cashaccordance with the provisions hereof.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing DeadlineDate, then for each day following the Filing DeadlineDate, until but excluding the date the Registration Statement is filed, or if the Registration Statement is not declared effective by the Commission by the Required Effective DeadlineDate, then for each day following the Required Effective DeadlineDate, until but excluding the date the Commission declares the Registration Statement effective, the Company shall pay the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.00.5% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased its Shares pursuant to this AgreementAgreement (pro rata on a 30 day basis); 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 Purchaser shall be prohibited from selling Registrable Securities Conversion Shares under the Registration Statement as a result of a Suspension of more than thirty (30) 60 consecutive days or Suspensions on of more than two (2) occasions of not more than thirty (30) 90 days each in the aggregate in any 12-month period, then for the period during each day on which a Suspension (an “Excess Period 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 the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.00.5% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased its Shares pursuant to this AgreementAgreement (pro rata on a 30 day basis); and for any such 30-day period, and such payment shall be made no later than the first three business days following such 30-day of the calendar month next succeeding the month in which any such Excess Period Suspension occursperiod. 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 the Purchaser pursuant to Section 5.8 11 of this Agreement. Any payments made pursuant to this Section 7.6 shall not constitute the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay any such liquidated damages pursuant to this Section 7.6 (ia) to more than one Purchaser in respect of the same securities Shares or Conversion Shares for the same period of time or (iib) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers such Purchase for the securities purchased its Shares and Conversion Shares pursuant to the Agreementsthis Agreement. Such payments shall be made to the Purchasers Purchaser in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing Deadline, then for each day following the Filing Deadline, until but excluding the date the Registration Statement is filed, or if the Registration Statement is not declared effective by the Commission by the Effective Deadline, then for each day following the Effective Deadline, until but excluding the date the Commission declares the Registration Statement effective, the Company shall shall, for each such day, pay the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.0% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased its Shares pursuant to this AgreementAgreement (pro rata on a 30 day basis); 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 Purchaser shall be prohibited from selling Registrable Securities Shares under the Registration Statement as a result of a Suspension of more than thirty (30) 45 consecutive days or Suspensions on of more than two (2) occasions an aggregate of not more than thirty (30) 90 days each in any 12365-month day period, then for the period during each day on which a Suspension (an “Excess Period 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 the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.0% (prorated for a period of less than 30 days) of the purchase price paid by the such Purchaser for the Purchased its Shares pursuant to this AgreementAgreement for each such day (pro rata on a 30 day basis), and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which any such Excess Period Suspension day occurs. 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 the Purchaser pursuant to Section 5.8 5.9 of this Agreement. Any payments made pursuant to this Section 7.6 shall not constitute the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, the liquidated damages payable to the Purchaser shall not exceed 10% of the aggregate purchase price paid by the Purchaser for the Shares and in no event shall the Company be obligated to pay any liquidated damages pursuant to this Section 7.6 (i) to more than one Purchaser in respect of the same securities Shares for the same period of time or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers for the securities purchased pursuant to the Agreementstime. Such payments shall be made to the Purchasers in cash.