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 Date, then for each day following the Filing Date, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) by the Required Effective Date, then for each day following the Required Effective Date, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement; and for any such day, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. If a Purchaser shall be prohibited from selling 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 each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such Purchaser, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement 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 such day occurs. For purposes of this Section 7.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each Purchaser pursuant to Section 9 of this Agreement. Any payments made pursuant to this Section 7.7 shall not constitute a Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages to more than one Purchaser in respect of the same Shares for the same period of time. The liquidated damage payments imposed hereunder shall be made to each 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 DateDeadline, then for each day following the Filing DateDeadline, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective DateDeadline, then for each day following the Required Effective DateDeadline, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such Purchaser the Investor with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such Purchaser Investor for 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 day30-day period, 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 such day occursperiod. If a Purchaser the Investor shall be prohibited from selling 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 each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such Purchaserthe Investor, 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 0.03331.0% of the purchase price paid by such Purchaser Investor for its Shares pursuant to this Agreement 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 such day occurs. For purposes of this Section 7.72.3, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each Purchaser the Investor pursuant to Section 9 2.3 of this Agreement. Any payments made pursuant to this Section 7.7 shall not constitute a Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such any liquidated damages pursuant to more than one Purchaser this Section 2.3 to the Investor in respect of the same Shares for the same period of timetime or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Investor for the Shares pursuant to this Agreement. The liquidated damage Such payments imposed hereunder shall be made to each Purchaser the 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 DateDeadline, then for each day following the Filing DateDeadline, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective DateDeadline, then for each day following the Required Effective DateDeadline, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, shall pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% (prorated for a period of less than 30 days) of the purchase price paid by such the Purchaser for its the Shares pursuant to this Agreement; and for any such day30-day period, 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 such day occursperiod. If a the Purchaser shall be prohibited from selling Shares 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 each day on 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 such the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% (prorated for a period of less than 30 days) of the purchase price paid by such the Purchaser for its the Shares pursuant to this Agreement for each such dayAgreement, 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 day Excess Period Suspension occurs. For purposes of this Section 7.77.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 5.8 of this Agreement. Any payments made pursuant to this Section 7.7 7.6 shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such any liquidated damages pursuant to this Section 7.6 (i) to more than one Purchaser in respect of the same Shares securities for the same period of timetime 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. The liquidated damage Such payments imposed hereunder shall be made to each Purchaser 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 Date, then for each day following the such Filing Date, until but excluding the date the such Registration Statement is filed, or if a prospectus included in the such Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective Date, then for each day following the relevant Required Effective Date, until but excluding the date the Commission declares the such Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares covered by such Registration Statement pursuant to this Agreement; and for any such day, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. If a the Purchaser shall be prohibited from selling 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 each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares covered by such Registration Statement pursuant to this Agreement 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 such day occurs. For purposes of this Section 7.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 of this Agreement. Any payments made pursuant to this Section 7.7 shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages to more than one Purchaser in respect of the same Shares for the same period of time. The liquidated damage payments imposed hereunder shall be made to each the 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 DateDeadline, then for each day following the Filing Date, 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 a prospectus included in the Resale Registration Statement which has been is not declared effective by the CommissionSEC 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 delivered to the Purchasers (as set forth in Section 7.1(e)) declared effective by the Required SEC by the Effective DateDeadline), then for each day following the Required Effective Date, 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, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such the Purchaser for its Shares pursuant to this Purchase Agreement; and for any such day30-day period, 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 such day occursperiod. If a the Purchaser shall be prohibited from selling 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 Applicable Rule 144 Full Liquidity Date on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such the Purchaser for its Shares pursuant to this Purchase Agreement for each such day30-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 such day occurs. For purposes of this Section 7.77.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 5.12 of this Purchase Agreement. Any payments made pursuant to this Section 7.7 7.6 shall not constitute a 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 such any liquidated damages pursuant to more than one this Section 7.6 (i) with respect to 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 Agreement executed by such Other Purchaser with respect to such Shares or Warrant Shares for the same period of timetime or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchaser for the Shares and the Warrants pursuant to this Purchase Agreement. The liquidated damage Such payments imposed hereunder shall be made to each Purchaser 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 DateDeadline, then for each day following the Filing DateDeadline, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective DateDeadline, then for each day following the Required Effective DateDeadline, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, shall pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% (prorated for a period of less than 30 days) of the purchase price paid by such the Purchaser for its the Purchased Shares pursuant to this Agreement; and for any such day30-day period, 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 such day occursperiod. If a the Purchaser shall be prohibited from selling Shares 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 each day on 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 such the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% (prorated for a period of less than 30 days) of the purchase price paid by such the Purchaser for its the Purchased Shares pursuant to this Agreement for each such dayAgreement, 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 day Excess Period Suspension occurs. For purposes of this Section 7.77.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 5.8 of this Agreement. Any payments made pursuant to this Section 7.7 7.6 shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such any liquidated damages pursuant to this Section 7.6 (i) to more than one Purchaser in respect of the same Shares securities for the same period of timetime 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. The liquidated damage Such payments imposed hereunder shall be made to each Purchaser 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 DateDeadline, then for each day following the Filing DateDeadline, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective DateDeadline, then for each day following the Required Effective DateDeadline, 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, for each such day, shall pay such 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 0.03331.0% (prorated for a period of less than 30 days) of the purchase price paid by such the Purchaser for its Shares Securities purchased pursuant to this Agreement; and for any such day30-day period, 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 such day occurs. If a Purchaser shall be prohibited from selling 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 each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such Purchaser, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement 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 such day occurs. For purposes of this Section 7.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each Purchaser pursuant to Section 9 of this Agreement. Any payments made pursuant to this Section 7.7 7.6 shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such any liquidated damages pursuant to this Section 7.6 (i) to more than one Purchaser in respect of the same Shares Securities for the same period of timetime 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. The liquidated damage Such payments imposed hereunder shall be made to each Purchaser 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 Date, then for each day following the Filing Date, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective Date, then for each day following the Required Effective Date, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares Securities pursuant to this Agreement; and for any such day, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. If a the Purchaser shall be prohibited from selling Shares 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 each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares Securities pursuant to this Agreement 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 such day occurs. For purposes of this Section 7.77.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 of this Agreement. Any payments made pursuant to this Section 7.7 shall not constitute a Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages (a) to more than one Purchaser in respect of the same Shares Securities for the same period of timetime or (b) in an aggregate amount that exceeds 10% of the purchase price paid by such Purchase for its Securities pursuant to this Agreement. The liquidated damage Such payments imposed hereunder shall be made to each the 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 Date, then for each day following the Filing Date, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective Date, then for each day following the Required Effective Date, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares Securities pursuant to this Agreement; and for any such day, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. If a the Purchaser shall be prohibited from selling Shares 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 each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares Securities pursuant to this Agreement 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 such day occurs. For purposes of this Section 7.77.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 of this Agreement. Any payments made pursuant to this Section 7.7 shall not constitute a Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages to more than one Purchaser in respect of the same Shares Securities for the same period of time. The liquidated damage Such payments imposed hereunder shall be made to each the Purchaser in cash.

Delay in Filing or Effectiveness of Registration Statement. (a) If (i) the Initial Registration Statement is not filed by the Company with the Commission SEC on or prior to the Filing DateDeadline, then for each day following the Filing DateDeadline, until but excluding the date the Initial Registration Statement is filed, or if a prospectus included in the Registration Statement which has been declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) by the Required Effective Date, then for each day following the Required Effective Date, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, shall pay such Purchaser the New Investors with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such Purchaser New Investors for its Shares pursuant to this Agreement; and for any Agreement (on a daily basis over such day, such payment shall be made no later than period) (the first business day of "FILING LIQUIDATED DAMAGES") or (ii) if the calendar month next succeeding the month in which such day occurs. If a Purchaser shall be prohibited from selling Shares under the Initial Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of is not more than thirty (30) days each in any 12-month perioddeclared effective by the SEC by the Effective Deadline, then for each day on which a Suspension following the Effective Deadline, until but excluding the date that is in effect that exceeds the maximum allowed period for a Suspension earlier of the date the SEC declares the Initial Registration Statement effective or Suspensions, but not including any the 30th day on which a Suspension is liftedafter the Effective Deadline, the Company shall pay the New Investors with respect to any such Purchaserfailure, as liquidated damages and not as a penalty, an amount for such period equal to 0.03330.50% of the purchase price paid by such Purchaser New Investors for its Shares pursuant to this Agreement (pro rata) (the "150 DAY LIQUIDATED DAMAGES") or (iii) if the Initial Registration Statement is not declared effective by the SEC by the 180 Day Effective Deadline, then for each day following the 180 Day Effective Deadline, until but excluding the date the SEC declares the Initial Registration Statement effective, the Company shall pay the New Investors with respect to any such dayfailure, as liquidated damages and such payment shall be made no later than the first business not as a penalty, an amount per 30-day period equal to 1.0% of the calendar month next succeeding the month in which purchase price paid by such day occurs. For purposes of this Section 7.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each Purchaser pursuant to Section 9 of this Agreement. Any payments made New Investors for its Shares pursuant to this Section 7.7 shall not constitute Agreement (pro rata on a Purchaser’s exclusive remedy for such events30 day basis) (the "180 Day LIQUIDATED DAMAGES," and together with the Filing Liquidated Damages and the 150 Day Liquidated Damages, the "Liquidated Damages"). Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages any Liquidated Damages pursuant to this Section 6.2 (i) to more than one Purchaser New Investor in respect of the same Shares or Warrants for the same period of time. The liquidated damage payments imposed hereunder shall , (ii) with respect to any Cutback Shares, (iii) with respect to the Warrants or any Warrant Shares, (iv) in respect of any Shares that are eligible to be made sold by any New Investor pursuant to each Purchaser Rule 144 and (v) of more than 5.0% of the Purchase Price, in cashthe aggregate.

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 DateDeadline, then for each day following the Filing DateDeadline, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective DateDeadline, then for each day following the Required Effective DateDeadline, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such Purchaser for its Shares pursuant to this AgreementAgreement by the Purchaser for the Shares owned by the Purchaser at such time; and for any such day30-day period, 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 such day occursperiod. If a the Purchaser shall be prohibited from selling 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 each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid pursuant to this Agreement by such Purchaser for its the Shares pursuant to this Agreement owned by the Purchaser at such time 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 such day occurs. For purposes of this Section 7.77.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 5.9 of this Agreement. Any payments made pursuant to this Section 7.7 7.6 shall not constitute a 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 such any liquidated damages pursuant to this Section 7.6 to more than one Purchaser in respect of the same Shares for the same period of time. The liquidated damage Such payments imposed hereunder shall be made to each Purchaser 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 Deadline Date, then for each day following the Filing Deadline Date, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the CommissionCommission by the Effectiveness Deadline Date, or if, after the date the registration statement is not delivered declared effective, sales pursuant to the Purchasers (as registration statement are suspended for more than the periods set forth in Section 7.1(e)10(c) by the Required Effective Datebelow, then for each day following the Required Effective DateFiling 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, for each such day, pay such each Purchaser with respect that has completed and delivered to any such failurethe Company, at least five business days prior to the date the Registration Statement is declared effective, a Selling Stockholder Questionnaire, as liquidated damages and not as a penalty, an amount equal to 0.0333a rate per year of 12% of the purchase price paid by such Purchaser Purchase Price for its Shares pursuant to this Agreementthe first 28-day period and a rate per year of 18% of the Purchase Price thereafter; and for any such day, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. If a Purchaser occurs and shall be prohibited prorated for partial periods. The parties agree that the sole damages payable for a violation of the terms of this Agreement with respect to which liquidated damages are expressly provided shall be such liquidated damages. Nothing shall preclude the Purchaser from selling Shares under pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. The parties hereto agree that the liquidated damages provided for in this Section 9 constitute a reasonable estimate of the damages that may be incurred by the Purchaser by reason of the failure of the Registration Statement as a result of a Suspension of more than thirty (30) days to be filed or Suspensions on more than two (2) occasions of not more than thirty (30) days each declared effective in any 12-month periodaccordance with the provisions hereof, then for each day on which a Suspension is except in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such Purchaser, as liquidated damages and not as a penalty, an amount equal to 0.0333% case of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement 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 such day occurs. For purposes of this Section 7.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each Purchaser pursuant to Section 9 of this Agreement. Any payments made pursuant to this Section 7.7 shall not constitute a PurchaserCompany’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages to more than one Purchaser in respect of the same Shares for the same period of time. The liquidated damage payments imposed hereunder shall be made to each Purchaser in cashwillful 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 Date, then for each day following the Filing Date, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective Date, then for each day following the Required Effective Date, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement; and for any such day, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. If a the Purchaser shall be prohibited from selling 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 each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement 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 such day occurs. For purposes of this Section 7.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 of this Agreement. Any payments made pursuant to this Section 7.7 shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages to more than one Purchaser in respect of the same Shares for the same period of time. The liquidated damage Such payments imposed hereunder shall be made to each the 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 DateDeadline, then for each day following the Filing DateDeadline, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective DateDeadline, then for each day following the Required Effective DateDeadline, until but excluding the date the Commission declares the applicable Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such Purchaser for its Shares Securities pursuant to this AgreementAgreement (pro rata on a 30 day basis) (the "LIQUIDATED DAMAGES"); and for any such day30-day period, such payment shall be made no later than the first business seven Business Days following such 30-day of the calendar month next succeeding the month in which such day occursperiod. If a the Purchaser shall be prohibited from selling Shares 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 each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such Purchaser for its Shares Securities pursuant to this Agreement for each such dayday (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 such day occurs. For purposes of this Section 7.77.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 of this Agreement. Any payments made pursuant to this Section 7.7 shall not constitute a Purchaser’s exclusive remedy for such events5.9. Notwithstanding the foregoing provisions, in no event shall the Company be obligated (i) to pay such liquidated damages any Liquidated Damages pursuant to this Section 7.6 to more than one Purchaser in respect of the same Shares Securities for the same period of timetime and (ii) to pay to Purchaser Liquidated Damages pursuant to this Section 7.6 of more than 10% of the Aggregate Purchase Price. The liquidated damage In the event the Company fails to make such Liquidated Damages payments imposed hereunder in a timely manner, such Liquidated Damages shall be made to each Purchaser bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in cashfull.

Delay in Filing or Effectiveness of Registration Statement. If (a) the Registration Statement is (A) not filed by the Company with the Commission on or prior to before the either the Filing Date, then for each day following the Deadline (a “Filing Date, until but excluding the date the Registration Statement is filedFailure”), or if a prospectus included in the Registration Statement which has been (B) is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) by the Required Effective Date, then for each day following the Required Effective Date, until but excluding the date the Commission declares on or before the Registration Statement effectiveEffectiveness Deadline (an “Effectiveness Failure”) or (b) on any day after the Effective Date sales of all of the Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Suspension Period (as defined in Section 5.10)) pursuant to such Registration Statement or otherwise (including as a result of a failure to keep such Registration Statement effective or to disclose such information as is necessary for sales to be made pursuant to such Registration Statement) (a “Maintenance Failure”) then, as relief for the damages to any Investor by reason of any such delay in or reduction of its ability to sell such Securities, the Company shall, for shall pay to each Investor relating to such day, pay such Purchaser with respect to any such failure, as liquidated damages and not as a penalty, Registration Statement an amount in cash equal to 0.0333% $0.08 per share of Common Stock the resale of which is covered by the Registration Statement on each of the purchase price paid by following dates: (i) on every thirtieth day (pro rated for periods totaling less than thirty (30) days) after a Filing Failure until the date such Purchaser Filing Failure is cured; (ii) on every thirtieth day (pro rated for its Shares periods totaling less than thirty (30) days) after an Effectiveness Failure until the date such Effectiveness Failure is cured; and (iii) on every thirtieth day (pro rated for periods totaling less than thirty (30) days) after a Maintenance Failure until the date such Maintenance Failure is cured. The payments to which an Investor shall be entitled to pursuant to this Agreement; and for any such day, such payment Section 7.7 are referred to herein “Registration Delay Payments.” Registration Delay Payments shall be made no later than paid on the first business earlier of (x) the last day of the calendar month next succeeding the month in during which such Registration Delay Payments are incurred and (y) the third business day occursafter the event or failure giving rise to the Registration Delay Payments is cured. If In the event the Company fails to make Registration Delay Payments in a Purchaser timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. The parties agree that the maximum aggregate Registration Delay Payments payable to an Investor under this Agreement shall be prohibited from selling Shares under $0.96 per share of Common Stock the resale of which is covered by the Registration Statement. In addition, and notwithstanding anything to the contrary contained herein, if the Company has received a comment by the Commission requiring an Investor to be named as an underwriter in the Registration Statement that, notwithstanding the reasonable best efforts of the Company, is not withdrawn by the Commission and such Investor elects in writing not to be named 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 selling stockholder in any 12-month period, then for each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is liftedRegistration Statement, the Company shall pay such Purchaser, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement 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 such day occurs. For purposes of this Section 7.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each Purchaser pursuant to Section 9 of this Agreement. Any payments made pursuant to this Section 7.7 Investor shall not constitute a Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated entitled to pay such liquidated damages to more than one Purchaser in respect of the same Shares for the same period of time. The liquidated damage payments imposed hereunder shall be made to each Purchaser in cashany Registration Delay Payments.

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 DateDeadline, then for each day following the Filing DateDeadline, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective DateDeadline, then for each day following the Required Effective DateDeadline, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such Purchaser for 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 day30-day period (or earlier period if such failure is cured prior to 30 days), 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 period (or earlier period if such day occursfailure is cured prior to 30 days). If a the Purchaser shall be prohibited from selling 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 each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement for each such dayday (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 such day occurs. For purposes of this Section 7.77.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 5.11 of this Agreement. Any payments made pursuant to this Section 7.7 7.6 shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such any liquidated damages pursuant to this Section 7.6 (i) to more than one Purchaser in respect of the same Shares for the same period of timetime or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers for the Shares pursuant to this Agreement. The liquidated damage Such payments imposed hereunder shall be made to each Purchaser the Purchasers in cash.

Delay in Filing or Effectiveness of Registration Statement. If (a) The Company shall use its best efforts to ensure that a registration statement (the "Registration Statement") is filed on or before the Filing Date. The Registration Statement will include for resale by the Holders in accordance with the plan of distribution set forth therein the Common Stock included within the units and the Common Stock underlying the Warrants (the "Registrable Securities"), but not the Warrants themselves. In the event the Registration Statement covering this offering is not filed on or before the Filing Date, the Company shall pay the Investor, as liquidated damages, 1% of the purchase price of the Units for every 30 calendar day period that the Registration Statement is not filed filed. Any liquidated damages shall be paid in cash or freely trading common stock at the Company's option, and such damages shall continue until the obligation is fulfilled, subject to a maximum of twenty-four (24) months from the Closing Date. If paid in freely trading Common Stock the pricing for the shares shall be based on the 5-day average closing bid price for the Common Stock for the 3 days prior to the date the shares are delivered to the Investor. Notwithstanding the foregoing, the amounts payable by the Company with the Commission on or prior pursuant to this Section shall not be payable to the Filing Dateextent any delay in the filing of the Registration Statement occurs because of an act of, then for or a failure to act or to act timely by the Investor. The damages set forth in this Section shall continue until the obligation is fulfilled and shall be paid within three (3) business days after each thirty (30) day following the Filing Dateperiod, or portion thereof, until but excluding the date the Registration Statement is filed, or if . Failure of the Company to make payment within said three (3) business days shall be considered a prospectus included in default. The Company acknowledges that its failure to have the Registration Statement which has been declared effective by filed within said forty-five (45) calendar day period will cause the CommissionInvestor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is not delivered appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the Purchasers (as liquidated damages provision set forth in Section 7.1(e)) by this section represents the Required Effective Dateparties' good faith effort to quantify such damages and, then for each day following as such, agree that the Required Effective Date, until but excluding the date the Commission declares the Registration Statement effective, form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not relieve the Company shall, for each such day, pay such Purchaser with respect from its obligations to any such failure, as liquidated damages register the Common Stock and not as a penalty, an amount equal to 0.0333% of deliver the purchase price paid by such Purchaser for its Shares Common Stock pursuant to this Agreement; and for any such day, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. If a Purchaser shall be prohibited from selling 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 each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such Purchaser, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement 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 such day occurs. For purposes of this Section 7.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each Purchaser pursuant to Section 9 terms of this Agreement. Any payments made pursuant to this Section 7.7 shall not constitute a Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages to more than one Purchaser in respect of the same Shares for the same period of time. The liquidated damage payments imposed hereunder shall be made to each 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 DateDeadline, then for each day following the Filing DateDeadline, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective DateDeadline due to a breach by the Company of its obligations under Section 7.2(ii) hereof, then for each day following the Required Effective DateDeadline, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03332.0% of the purchase price paid by such Purchaser for 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 day30-day period (or earlier period if such failure is cured prior to 30 days), such payment shall be made no later than the first three business days following such 30-day period (or earlier period if such failure is cured prior to 30 days). If, due to any failure of the calendar month next succeeding Company to use its commercially reasonable efforts, the month in which such day occurs. If a Purchaser shall be prohibited from selling 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 each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03332.0% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement for each such dayday (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 such day occurs. For purposes of this Section 7.77.4, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each Purchaser pursuant to Section 9 of this Agreementthe Purchaser. Any payments made pursuant to this Section 7.7 7.4 shall not constitute a 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 such any liquidated damages pursuant to this Section 7.4 to more than one Purchaser in respect of the same Shares for the same period of time. The liquidated damage payments imposed hereunder shall be made to each 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 DateDeadline, then for each day following the Filing DateDeadline, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective DateDeadline, then for each day following the Required Effective DateDeadline, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such Purchaser the Investor with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such Purchaser Investor for 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 day30-day period, 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 such day occursperiod. If a Purchaser the Investor shall be prohibited from selling 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 each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such Purchaserthe Investor, 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 0.03331.0% of the purchase price paid by such Purchaser Investor for its Shares pursuant to this Agreement 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 such day occurs. For purposes of this Section 7.72.3, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each Purchaser the Investor pursuant to Section 9 2.3 of this Agreement. Any payments made pursuant to this Section 7.7 shall not constitute a Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such any liquidated damages pursuant to this Section 2.3 to more than one Purchaser Investor in respect of the same Shares for the same period of timetime or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Investors for the Shares pursuant to this Agreement. The liquidated damage Such payments imposed hereunder shall be made to each Purchaser the Investors in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Resale Registration Statement is not filed by the Company with the Commission on or prior to the Filing DateDeadline, then for each day following the Filing Date, 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 and without the requirement to be in compliance with Rule 144(c)(1) (the “Applicable Rule 144 Full Liquidity Date”), or if a prospectus included in the Resale Registration Statement which has been is not declared effective by the CommissionCommission by the Effective Deadline (unless the Commission seeks to impose, or notifies the Company that the Commission 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 4.2(h) shall not be applicable if the Resale Registration Statement is not delivered to the Purchasers (as set forth in Section 7.1(e)) declared effective by the Required Commission by the Effective DateDeadline), then for each day following the Required Effective Date, Deadline until but excluding the date the Commission declares the Resale Registration Statement effectiveeffective or, if earlier, until the Applicable Rule 144 Full Liquidity Date, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such the Purchaser for its Shares Securities pursuant to this Agreement; and for any such day30-day period, 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 such day occursperiod. If a the Purchaser shall be prohibited from selling Shares or Warrant 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 Applicable Rule 144 Full Liquidity Date on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such the Purchaser for its Shares or Warrant Shares, as applicable, pursuant to this Agreement for each such day30-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 such day occurs. For purposes of this Section 7.74.2(h), a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 3.2(k) of this Agreement. Any payments made pursuant to this Section 7.7 4.2(h) shall not constitute a the Purchaser’s exclusive remedy for such events; provided, however, that any payments made by the Purchaser pursuant to this Section 4.2(h) 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 such any liquidated damages pursuant to more than one this Section 4.2(h)(i) with respect to 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 4.2(h) of the Agreement executed by such Other Purchaser with respect to the exact same Shares or Warrant Shares for the same period of timetime or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchaser for the Shares and the Warrants pursuant to this Agreement. The liquidated damage Such payments imposed hereunder shall be made to each Purchaser 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 Date, then for each day following the Filing Date, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been filed but is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective Date, then for each day following the Required Effective Date, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount equal to 0.03330.033% of the purchase price paid by such Purchaser for its Shares the Securities it continues to hold pursuant to this AgreementAgreement as of such day; and for any such day, such payment shall be made no later than the first tenth business day of the calendar month next succeeding the month in which such day occurs. If a the Purchaser shall be prohibited from selling the Registrable 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 each day on which a 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 such the Purchaser, as liquidated damages and not as a penalty, an amount equal to 0.03330.033% per day of the purchase price paid by such the Purchaser for its the Registrable Shares the Purchaser continues to hold pursuant to this Agreement for each 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 such day occurs. For purposes of this Section 7.77.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 of this Agreement. Any payments made pursuant to this Section 7.7 7.6 shall not constitute a the Purchaser’s 's exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages to more than one Purchaser in respect of the same Registrable Shares for the same period of time. The liquidated damage Such payments imposed hereunder shall be made to each the 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 DateDeadline, then for each day following the Filing DateDeadline, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective DateDeadline, then for each day following the Required Effective DateDeadline, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such Purchaser for its Shares pursuant to this AgreementAgreement (pro rata on a 30 day basis); and for any such day30-day period, 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 such day occursperiod. If a the Purchaser shall be prohibited from selling 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 each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement for each such dayday (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 such day occurs. For purposes of this Section 7.77.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 5.9 of this Agreement. Any payments made pursuant to this Section 7.7 7.6 shall not constitute a 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 such any liquidated damages pursuant to this Section 7.6 to more than one Purchaser in respect of the same Shares for the same period of time. The liquidated damage Such payments imposed hereunder shall be made to each Purchaser 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 Date, then for each day following the Filing Date, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective Date, then for each day following the Required Effective Date, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares Securities pursuant to this Agreement; and for any such day, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. If a the Purchaser shall be prohibited from selling Shares 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 each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares Securities pursuant to this Agreement 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 such day occurs. For purposes of this Section 7.77.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 of this Agreement. Any payments made pursuant to this Section 7.7 7.6. shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages (i) to more than one Purchaser in respect of the same Shares Securities for the same period of timetime or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchaser for its Securities pursuant to this Agreement. The liquidated damage Such payments imposed hereunder shall be made to each the Purchaser 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 Date, then for each day following the Filing Date, until but excluding the date the Registration Statement is filed, or if a prospectus included in (ii) the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective Date, then for each day following the Required Effective Date, until but excluding the date the Commission declares the Registration Statement effective, in each case, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated partial damages and not as a penalty, an amount equal to 0.03330.0667% of the purchase price paid by such the Purchaser for its Shares the Securities pursuant to this Agreement; and for any such day, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. If a the Purchaser shall be prohibited from selling 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 each day on which a 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 such the Purchaser, as liquidated partial damages and not as a penalty, an amount equal to 0.03330.0667% of the purchase price paid by such the Purchaser for its Shares the Securities purchased pursuant to this Agreement 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 such day occurs. For purposes of this Section 7.77.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 11 of this Agreement. Any payments made pursuant to this Section 7.7 7.6. shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated partial damages to more than one Purchaser person in respect of the same Shares Securities for the same period of time. The liquidated damage Such payments imposed hereunder shall be made to each the 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 Date, then for each day following the Filing Date, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective Date, then for each day following the Required Effective Date, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, shall pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03330.5% of the purchase price paid by such Purchaser for its Shares pursuant to this AgreementAgreement (pro rata on a 30 day basis); and for any such day30-day period, 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 such day occursperiod. If a the Purchaser shall be prohibited from selling 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 each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03330.5% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement (pro rata on a 30 day basis); and for each any such day30-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 such day occursperiod. For purposes of this Section 7.77.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 11 of this Agreement. Any payments made pursuant to this Section 7.7 7.6 shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages (a) to more than one Purchaser in respect of the same Shares or Conversion Shares for the same period of timetime or (b) in an aggregate amount that exceeds 10% of the purchase price paid by such Purchase for its Shares and Conversion Shares pursuant to this Agreement. The liquidated damage Such payments imposed hereunder shall be made to each the Purchaser 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 DateDeadline, then for each day following the Filing DateDeadline, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) SEC by the Required Effective DateDeadline, then for each day following the Required Effective DateDeadline, until but excluding the date the Commission SEC declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30‑day period equal to 0.03331.0% of the purchase price Purchase Price paid by such Purchaser for its Shares pursuant to this Agreement; and for any such day30-day period, 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 such day occursperiod. If a the Purchaser shall be prohibited from selling 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 each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price Purchase Price paid by such Purchaser for its Shares pursuant to this Agreement 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 such day occurs. For purposes of this Section 7.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 5.9 of this Agreement. Any payments made pursuant to this Section 7.7 shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such any liquidated damages pursuant to this Section 7.7 (i) to more than one Purchaser in respect of the same Shares for the same period of timetime or (ii) in an aggregate amount that exceeds 10% of the Purchase Price paid by the Purchasers for the Shares pursuant to the Agreements. The liquidated damage Such payments imposed hereunder shall be made to each Purchaser 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 Date, then for each day following the Filing Date, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective Date, then for each day following the Required Effective Date, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement; and for any such day, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. If a the Purchaser shall be prohibited from selling 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 each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement 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 such day occurs. For purposes of this Section 7.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 of this Agreement. Any payments made pursuant to this Section 7.7 7.7. shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages to more than one Purchaser in respect of the same Shares for the same period of time. The liquidated damage Such payments imposed hereunder shall be made to each the 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 Date, then for each day following the Filing Date, until but excluding the date the such Registration Statement is filed, or if a prospectus included in the such Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective Date, then for each day following the relevant Required Effective Date, until but excluding the date the Commission declares the such Registration Statement effective, the Company shall, for each such day, pay such each Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount equal to 0.03330.0667% of the purchase price total consideration paid by such Purchaser for its Registrable Shares covered by such Registration Statement pursuant to this Agreement; and for any such day, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. If a such Purchaser shall be prohibited from selling Registrable 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 each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such Purchaser, as liquidated damages and not as a penalty, an amount equal to 0.03330.0667% of the purchase price total consideration paid by such Purchaser for its Registrable Shares covered by such Registration Statement pursuant to this Agreement 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 such day occurs. For purposes of this Section 7.710.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each Purchaser the Purchasers pursuant to Section 9 11.2 of this Agreement. Any payments made pursuant to this Section 7.7 10.7 shall not constitute a Purchaser’s the Purchasers' exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages to more than one Purchaser in respect of the same Registrable Shares for the same period of time. The liquidated damage payments imposed hereunder shall be made to each the 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 Date, then for each day following the Filing Date, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e7.1(d)) by the Required Effective Date, then for each day following the Required Effective Date, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement; and for any such day, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. If a the Purchaser shall be prohibited from selling 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 each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement 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 such day occurs. For purposes of this Section 7.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 of this Agreement. Any payments made pursuant to this Section 7.7 shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages to more than one Purchaser in respect of the same Shares for the same period of time. The liquidated damage payments imposed hereunder shall be made to each the Purchaser 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 DateDeadline, then for each day following the Filing DateDeadline, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) SEC by the Required Effective DateDeadline, then for each day following the Required Effective DateDeadline, until but excluding the date the Commission SEC declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price Purchase Price paid by such Purchaser for its Shares pursuant to this Agreement; and for any such day30-day period, 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 such day occursperiod. If a the Purchaser shall be prohibited from selling 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 each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price Purchase Price paid by such Purchaser for its Shares pursuant to this Agreement 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 such day occurs. For purposes of this Section 7.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 5.9 of this Agreement. Any payments made pursuant to this Section 7.7 shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such any liquidated damages pursuant to this Section 7.7 (i) to more than one Purchaser in respect of the same Shares for the same period of timetime or (ii) in an aggregate amount that exceeds 10% of the Purchase Price paid by the Purchasers for the Shares pursuant to the Agreements. The liquidated damage Such payments imposed hereunder shall be made to each Purchaser 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 DateDeadline, then for each day following the Filing DateDeadline, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective DateDeadline, then for each day following the Required Effective DateDeadline, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.0333% 1.0%22 of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement; and for any such day30-day period, 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 such day occursperiod. If a the Purchaser shall be prohibited from selling 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 each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement 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 such day occurs. For purposes of this Section 7.77.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 5(h) of this Agreement. Any payments made pursuant to this Section 7.7 7.6 shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such any liquidated damages pursuant to this Section 7.6 (i) to more than one Purchaser in respect of the same 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 Shares pursuant to this Agreement. The liquidated damage Such payments imposed hereunder shall be made to each Purchaser the Purchasers in cash.

Delay in Filing or Effectiveness of Registration Statement. (a) If (i) the initial Registration Statement is not filed by the Company with the Commission SEC on or prior to fifty five (55) days after the Closing (the “Mandatory Registration Date”), (ii) such Registration Statement is not effective on the Mandatory Registration Effective Date, (iii) any Subsequent Registration Statement is not filed by the Mandatory Subsequent Registration Filing Date, or (iv) any Subsequent Registration Statement is not effective on the Mandatory Subsequent Registration Effective Date (each such event a “Registration Failure”), then for each day (w) following the Mandatory Registration Date, (x) following each Mandatory Subsequent Registration Filing Date, (y) following the Mandatory Registration Effective Date, or (z) following each Mandatory Subsequent Registration Effective Date, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Subsequent Registration Statement which has been declared effective by the Commissionis filed or becomes effective, is not delivered to the Purchasers (as set forth in Section 7.1(e)) by the Required Effective Date, then for each day following the Required Effective Date, until but excluding the date the Commission declares the Registration Statement effectiveapplicable, the Company shall, for each such day, pay such Purchaser the Holder with respect to any such failure, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the sum of (i) the purchase price amount paid by such Purchaser Holder (or if such Holder was not an Investor, by the Investor from which the Holder directly or indirectly acquired the Registrable Shares) for its Registrable Shares pursuant to this Agreementthe Unit Subscription Agreement (the “Subscription Payment”) and (ii) amount paid for Underlying Securities held by such Holder (the “Warrant Payment”); and for any such day, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. If ; provided however, that liquidated damages arising from a Purchaser Registration Failure shall accrue or be prohibited from selling 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 each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, payable by the Company shall pay such Purchaser, as liquidated damages and not as a penalty, an amount equal only to 0.0333% the extent of the purchase price paid number of Registrable Shares affected by such Purchaser for its Shares pursuant to this Agreement 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 such day occurs. For purposes of this Section 7.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each Purchaser pursuant to Section 9 of this Agreement. Any payments made pursuant to this Section 7.7 shall not constitute a Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages to more than one Purchaser in respect of the same Shares for the same period of time. The liquidated damage payments imposed hereunder shall be made to each Purchaser in cashRegistration Failure.

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 DateDeadline, then for each day following the Filing DateDeadline, until but excluding the date of the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to Commission by sixty (60) days following the Purchasers Filing Deadline (as set forth in Section 7.1(ethe “Effective Deadline”)) by the Required Effective Date, then for each day following the Required Effective DateDeadline, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30 day period equal to 0.03331.0% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement; and for any such day30 day period, 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 such day occursperiod. If a the Purchaser shall be prohibited from selling 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 each day on which a 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 such the Purchaser, as liquidated damages and not as a penalty, an amount per 30 day period equal to 0.03331.0% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement 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 such day occurs. For purposes of this Section 7.77.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 5(h) of this Agreement. Any payments made pursuant to this Section 7.7 7.6 shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such any liquidated damages pursuant to this Section 7.6 (i) to more than one Purchaser in respect of the same Shares for the same period of timetime or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers for the Shares pursuant to this Agreement. The liquidated damage Such payments imposed hereunder shall be made to each Purchaser 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 Date, then for each day SEC within thirty-five (35) days following the Filing DateClosing 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 a prospectus included in the Registration Statement which has been declared effective by the CommissionSEC, is not delivered to the Purchasers within one hundred twenty (as set forth in Section 7.1(e)120) by the Required Effective Date, then for each day days following the Required Effective Date, until but excluding the date the Commission declares the Closing Date (a “Registration Statement effective, the Company shall, for each such day, pay such Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement; and for any such day, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. If a Purchaser shall be prohibited from selling 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 each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is liftedDelay”), the Company shall pay such Purchaser, as to each Purchaser who has provided the documents contemplated by Section 4(k) liquidated damages and not as at a penalty, an amount rate equal to 0.0333(i) 0.5% of the total purchase price paid of the Purchased Securities purchased by such Purchaser for its Shares pursuant to this Agreement for each such day, and such payment shall be made no later than the first business day fourteen (14) days a Registration Delay has occurred, (ii) 1.0% of the calendar month next succeeding total purchase price of the month in which Purchased Securities purchased by such day occurs. For purposes of this Section 7.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each Purchaser pursuant to Section 9 this Agreement for the second fourteen (14) days a Registration Delay has occurred, and (iii) 2.5% of this Agreement. Any payments made the total purchase price of the Purchased Securities purchased by such Purchaser pursuant to this Section 7.7 shall not constitute a Purchaser’s exclusive remedy Agreement for such eventsevery successive thirty (30) day period that occurs thereafter. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages (a) to more than one Purchaser in respect of the same Shares Purchased Securities for the same period of timetime or (b) for each of the first two (2) years following the Closing Date, in an annual aggregate amount that exceeds 18% of the purchase price paid by the Purchaser for the Shares provided that the penalty in the second year shall reset at the one (1) year anniversary of the date the Registration Delay occurred. Such liquidated damages shall be 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 liquidated damage payments imposed hereunder shall damages provided for above constitute a reasonable estimate of the damages that may be made incurred by holders of Purchased Shares by reason of the failure of the Registration Statement to each Purchaser 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 Date, then for each day following the Filing Date, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been declared effective by the Commission, is not delivered to the Purchasers Subscribers (as set forth in Section 7.1(e7.1(d)) by the Required Effective Date, then for each day following the Required Effective Date, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such Purchaser the Subscriber with respect to any such failure, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser Subscriber for its Shares Securities pursuant to this Agreement; and for any such day, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. If a Purchaser the Subscriber shall be prohibited from selling Registrable 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 each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such Purchaserthe Subscriber, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser Subscriber for its Shares the Securities pursuant to this Agreement 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 such day occurs. For purposes of this Section 7.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each Purchaser the Subscriber pursuant to Section 9 17 of this Subscription Agreement. Any payments made pursuant to this Section 7.7 shall not constitute a Purchaserthe Subscriber’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages to more than one Purchaser Subscriber in respect of the same Shares Securities for the same period of time. The liquidated damage payments imposed hereunder shall be made to each Purchaser the 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 Date, then for each day following the Filing Date, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective Date, then for each day following the Required Effective Date, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement; and for any such day, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. If a the Purchaser shall be prohibited from selling 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 each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement 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 such day occurs. For purposes of this Section 7.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 of this Agreement. Any payments made pursuant to this Section 7.7 7.7. shall not constitute a the Purchaser’s 's exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages to more than one Purchaser in respect of the same Shares for the same period of time. The liquidated damage Such payments imposed hereunder shall be made to each the 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 DateDeadline, then for each day following the Filing DateDeadline, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective DateDeadline, then for each day following the Required Effective DateDeadline, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such Purchaser for its Shares pursuant to this AgreementAgreement (pro rata on a 30 day basis); and for any such day30-day period, 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 such day occursperiod. If a the Purchaser shall be prohibited from selling 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 each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement for each such dayday (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 such day occurs. For purposes of this Section 7.77.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 5.9 of this Agreement. Any payments made pursuant to this Section 7.7 7.6 shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such any liquidated damages pursuant to this Section 7.6 to more than one Purchaser in respect of the same Shares for the same period of time. The liquidated damage Such payments imposed hereunder shall be made to each Purchaser 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 DateDeadline, then for each day following the Filing DateDeadline, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective DateDeadline, then for each day following the Required Effective DateDeadline, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30‑day period equal to 0.03331.0% of the purchase price paid by such Purchaser for 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 day30-day period (or earlier period if such failure is cured prior to 30 days), 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 period (or earlier period if such day occursfailure is cured prior to 30 days). If a the Purchaser shall be prohibited from selling 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 each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement for each such dayday (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 such day occurs. For purposes of this Section 7.77.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 5(h) of this Agreement. Any payments made pursuant to this Section 7.7 7.6 shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such any liquidated damages pursuant to this Section 7.6 (i) to more than one Purchaser in respect of the same Shares for the same period of timetime or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers for the Shares pursuant to this Agreement. The liquidated damage Such payments imposed hereunder shall be made to each Purchaser 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 Date, then for each day following the Filing Date, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective Date, then for each day following the Required Effective Date, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares Securities pursuant to this Agreement; and for any such day, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. If a the Purchaser shall be prohibited from selling 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 each day on which a 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 such the Purchaser, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares Securities pursuant to this Agreement 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 such day occurs. For purposes of this Section 7.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 of this Agreement. Any payments made pursuant to this Section 7.7 shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages to more than one Purchaser in respect of the same Shares for the same period of time. The liquidated damage payments imposed hereunder shall be made to each the 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).