Common use of Event Payments Clause in Contracts

Event Payments. Should an Event (as defined below) occur then, upon each monthly anniversary of the occurrence of such Event (an “Event Payment Date”) until the applicable Event is cured, as relief for the damages suffered therefrom by the Designated Holder (the parties hereto agreeing that the liquidated damages provided for in this Section 3.3 constitute a reasonable estimate of the damages that may be incurred by the Designated Holder by reason of such Event and that such liquidated damages represent the exclusive monetary remedy for the Designated Holders for damages suffered due to such Event; provided, however, that this shall in no manner limit the Designated Holders’ entitlement to specific performance as provided for in Section 10.3), the Company shall pay to the Designated Holder an amount in cash, as liquidated damages and not as a penalty, equal to one-twentieth of a percent (0.05%) of (i) the number of SEC Approved Registrable Securities then held by the Designated Holder as of the date of such Event, multiplied by (ii) the purchase price paid by the Designated Holder for such SEC Approved Registrable Securities then held, for each day that such Event continues, excluding the day on which such Event has been cured. The payments to which the Designated Holder shall be entitled pursuant to this Section 3.3 are referred to herein as “Event Payments.” In the event the Company fails to make Event Payments to the Designated Holder within five (5) Business Days after an Event Payment Date, such Event Payments owed to the Designated Holder shall bear interest at the rate of one half percent (0.5%) per month (prorated for partial months) until paid in full. All pro rated calculations made pursuant to this paragraph shall be based upon the actual number of days in such pro rated month. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages in an aggregate amount that exceeds five percent (5.0%) of the purchase price paid by the Designated Holder for its Registrable Securities pursuant to the Purchase Agreement. For such purposes, each of the following shall constitute an “Event”:

Event Payments. Should an Event (as defined below) occur then, upon each monthly anniversary of the occurrence of such Event (an “Event Payment Date”) until the applicable Event is cured, as relief for the damages suffered therefrom by the Designated Holder Holders (the parties hereto agreeing that the liquidated damages provided for in this Section 3.3 constitute a reasonable estimate of the damages that may be incurred by the Designated Holder by reason of such Event and that such liquidated damages represent the exclusive monetary remedy for the Designated Holders for damages suffered due to such Event; provided, however, that this shall in no manner limit the Designated Holders’ entitlement to specific performance as provided for in Section 10.310.2), the Company shall pay to the each Designated Holder an amount in cash, as liquidated damages and not as a penalty, equal to one-one- twentieth of a percent (0.05%) of (i) the number of SEC Approved Registrable Securities then held beneficially owned by the Designated Holder such Investors as of the date of such Event, multiplied by (ii) the purchase price paid by the Designated Holder such Investors for such SEC Approved Registrable Securities then heldbeneficially owned, for each day that such Event continues, excluding the day on which such Event has been cured. The payments to which the Designated Holder an Investor shall be entitled pursuant to this Section 3.3 are referred to herein as “Event Payments.” In the event the Company fails to make Event Payments to the Designated Holder an Investor within five (5) Business Days after an Event Payment Date, such Event Payments owed to the Designated Holder such Investor shall bear interest at the rate of one half percent (0.5%) per month (prorated for partial months) until paid in full. All pro rated calculations made pursuant to this paragraph shall be based upon the actual number of days in such pro rated month. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages in an aggregate amount that exceeds five percent (5.05%) of the purchase price paid by the Designated Holder Investors for its the Registrable Securities pursuant to the Purchase Agreement. For such purposes, each of the following shall constitute an “Event”:

Event Payments. Should an Event (as defined below) occur then, upon each monthly anniversary of the occurrence of such Event (an “Event Payment Date”) until the applicable Event is cured, as relief for the damages suffered therefrom by the Designated Holder Investors or permitted transferee of the Investors (the parties hereto agreeing that the liquidated damages provided for in this Section 3.3 constitute a reasonable estimate of the damages that may be incurred by the Designated Holder Investors by reason of such Event and that such liquidated damages represent the exclusive monetary remedy for the Designated Holders for damages suffered due to such Event; provided, however, that this shall in no manner limit the Designated Holders’ entitlement to specific performance as provided for in Section 10.39.3), the Company shall pay to the Designated Holder each Investor an amount in cash, as liquidated damages and not as a penalty, equal to one-twentieth of a percent (0.05%) of (i) the number of SEC Approved Registrable Securities then held by the Designated Holder such Investor as of the date of such Event, multiplied by (ii) the purchase price paid by the Designated Holder such Investor for such SEC Approved Registrable Securities then held, for each day that such Event continues, excluding the day on which such Event has been cured. The payments to which the Designated Holder an Investor shall be entitled pursuant to this Section 3.3 are referred to herein as “Event Payments.” In the event the Company fails to make Event Payments to the Designated Holder an Investor within five (5) Business Days after an Event Payment Date, such Event Payments owed to the Designated Holder such Investor shall bear interest at the rate of one half percent (0.5%) per month (prorated for partial months) until paid in full. All pro rated calculations made pursuant to this paragraph shall be based upon the actual number of days in such pro rated month. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages (a) to more than one Investor in respect of the same Registrable Securities for the same period of time, (b) in an aggregate amount that exceeds five percent (5.0%) of the purchase price paid by the Designated Holder such Investor for its Registrable Securities pursuant to the Purchase Agreement, and (c) to the Advisor. For such purposes, each of the following shall constitute an “Event”:

Event Payments. Should an Event (as defined below) occur then, upon each monthly anniversary of the occurrence of such Event (an “Event Payment Date”) until the applicable Event is cured, as relief for the damages suffered therefrom by the Designated Holder (the parties hereto agreeing that the liquidated damages provided for in this Section 3.3 constitute a reasonable estimate of the damages that may be incurred by the Designated Holder by reason of such Event and that such liquidated damages represent the exclusive monetary remedy for the Designated Holders for damages suffered due to such Event; provided, however, that this shall in no manner limit the Designated Holders’ entitlement to specific performance as provided for in Section 10.310.2), the Company shall pay to the Designated Holder an amount in cash, as liquidated damages and not as a penalty, equal to one-twentieth of a percent (0.05%) of (i) the number of SEC Approved Registrable Securities then held by the Designated Holder as of the date of such Event, multiplied by (ii) the purchase price paid by the Designated Holder for such SEC Approved Registrable Securities then held, for each day that such Event continues, excluding the day on which such Event has been cured. The payments to which the Designated Holder shall be entitled pursuant to this Section 3.3 are referred to herein as “Event Payments.” In the event the Company fails to make Event Payments to the Designated Holder within five (5) Business Days after an Event Payment Date, such Event Payments owed to the Designated Holder shall bear interest at the rate of one half percent (0.5%) per month (prorated for partial months) until paid in full. All pro rated calculations made pursuant to this paragraph shall be based upon the actual number of days in such pro rated month. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages in an aggregate amount that exceeds five percent (5.0%) of the purchase price paid by the Designated Holder for its Registrable Securities pursuant to the Purchase Agreement. For such purposes, each of the following shall constitute an “Event”:

Event Payments. Should an Event (as defined below) occur then, upon each monthly anniversary of the occurrence of such Event (an “Event Payment Date”) until the applicable Event is cured, as relief for the damages suffered therefrom by the Designated Holder Notice Holders (the parties hereto agreeing that the liquidated damages provided for in this Section 3.3 5 constitute a reasonable estimate of the damages that may be incurred by the Designated Holder Notice Holders by reason of such Event and that such liquidated damages represent the exclusive monetary remedy for the Designated Notice Holders for damages suffered due to such Event; provided, however, that this shall in no manner limit the Designated Notice Holders’ entitlement to specific performance as provided for in Section 10.311(c) of this Agreement), the Company shall pay to the Designated each Notice Holder an amount in cash, as liquidated damages and not as a penalty, equal to one-twentieth tenth of a percent (0.050.1%) of the sum of (i) the number aggregate principal amount of SEC Approved the Notes that are Registrable Securities then held by the Designated such Notice Holder as of the date of such Event, multiplied by and (ii) the purchase price paid number of Registrable Securities in the form of Ordinary Shares or ADSs held by such Notice Holder as of the date of such Event multiplied by the Designated Holder market price for such SEC Approved securities as of the date of such Event (if no market price is readily determinable, the Company shall arrange at its own expense for a valuation of such Registrable Securities then heldby an independent third-party valuation firm), for each day that such Event continues, excluding the day on which such Event has been cured. The payments to which the Designated a Notice Holder shall be entitled pursuant to this Section 3.3 5 are referred to herein as “Event Payments.” In the event the Company fails to make Event Payments to the Designated a Notice Holder within five (5) Business Days after an Event Payment Date, such Event Payments owed to the Designated such Notice Holder shall bear interest at the rate of one half percent (0.51.0%) per month (prorated for partial months) until paid in full. All pro rated calculations made pursuant to this paragraph shall be based upon the actual number of days in such pro rated month. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages in an aggregate amount that exceeds five percent (5.05%) of the purchase price paid by sum of (i) the Designated Holder aggregate principal amount for its such Registrable Securities pursuant to held in the Purchase Agreementform of Notes, and (ii) the aggregate market price for such Registrable Securities held in the form of Ordinary Shares or ADSs. For such purposes, each of the following shall constitute an “Event”:

Event Payments. Should an Event (as defined below) occur then, upon each monthly anniversary of the occurrence of such Event (an “Event Payment Date”) until the applicable Event is cured, as relief for the damages suffered therefrom by the Designated Holder (the parties hereto agreeing that the liquidated damages provided for in this Section 3.3 4 constitute a reasonable estimate of the damages that may be incurred by the Designated Holder by reason of such Event and that such liquidated damages represent the exclusive monetary remedy for the Designated Holders for damages suffered due to such Event; provided, however, that this shall in no manner limit the Designated Holders’ entitlement to specific performance as provided for in Section 10.313(a)), the Company shall pay to the Designated Holder an amount in cash, as liquidated damages and not as a penalty, equal to one-twentieth of a percent (0.05%) of (i) the number of SEC Approved Registrable Securities included in the applicable Registration Statement then held by the Designated Holder as of the date of such Event, multiplied by (ii) the purchase price paid by the Designated Holder for such SEC Approved Registrable Securities included in the applicable Registration Statement then held, for each day that such Event continues, excluding the day on which such Event has been cured. The payments to which the Designated Holder shall be entitled pursuant to this Section 3.3 4 are referred to herein as “Event Payments.” In the event the Company fails to make Event Payments to the Designated Holder within five (5) Business Days after an Event Payment Date, such Event Payments owed to the Designated Holder shall bear interest at the rate of one half percent (0.5%) per month (prorated for partial months) until paid in full. All pro rated calculations made pursuant to this paragraph shall be based upon the actual number of days in such pro rated month. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages in an aggregate amount that exceeds five percent (5.0%) of the purchase price paid by the Designated Holder for its Registrable Securities included in the applicable Registration Statement pursuant to the Purchase Agreement. For such purposes, each of the following shall constitute an “Event”:.

Event Payments. Should an Event (as defined below) occur then, upon each monthly anniversary of the occurrence of such Event (an “"Event Payment Date”") until the applicable Event is cured, as relief for the damages suffered therefrom by the Designated Holder Holders (the parties hereto agreeing that the liquidated damages provided for in this Section 3.3 constitute a reasonable estimate of the damages that may be incurred by the Designated Holder by reason of such Event and that such liquidated damages represent the exclusive monetary remedy for the Designated Holders for damages suffered due to such Event; provided, however, that this shall in no manner limit the Designated Holders’ ' entitlement to specific performance as provided for in Section 10.39.3), the Company shall pay to the each Designated Holder an amount in cash, as liquidated damages and not as a penalty, equal to one-twentieth of a percent (0.05%) of (i) the number of SEC Approved Registrable Securities then held by the Designated Holder such Investor as of the date of such Event, multiplied by (ii) the purchase price paid by the Designated Holder such Investor for such SEC Approved Registrable Securities then held, for each day that such Event continues, excluding the day on which such Event has been cured. The payments to which the Designated Holder an Investor shall be entitled pursuant to this Section 3.3 are referred to herein as “"Event Payments.” " In the event the Company fails to make Event Payments to the Designated Holder an Investor within five (5) Business Days after an Event Payment Date, such Event Payments owed to the Designated Holder such Investor shall bear interest at the rate of one half percent (0.5%) per month (prorated for partial months) until paid in full. All pro rated calculations made pursuant to this paragraph shall be based upon the actual number of days in such pro rated month. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages in an aggregate amount that exceeds five percent (5.05%) of the purchase price paid by the Designated Holder Investors for its Registrable Securities pursuant to the Purchase Agreement. For such purposes, each of the following shall constitute an “"Event”":

Event Payments. Should an Event (as defined below) occur thenthen the Company shall pay to each Holder (i) an amount in cash or in additional shares of Common Stock (the form of such payment to be at the Company’s option) as liquidated damages and not as a penalty, equal to five percent (5.0%) of the purchase price paid by such Holder pursuant to its Subscription Agreement for any Registrable Securities then held, which amount shall be immediately due and payable; and (ii) upon each monthly anniversary of the occurrence of such Event (each date in (i) and (ii) above, an “Event Payment Date”) unless or until the applicable Event is cured, the Company shall pay to each Holder an amount in cash or in additional shares of Common Stock (the form of such payment to be at the Company’s option) as liquidated damages and not as a penalty, equal to two percent (2.0%) of the purchase price paid by such Holder pursuant to its Subscription Agreement for any Registrable Securities then held as relief for the damages suffered therefrom by the Designated Holder Holders (the parties hereto agreeing that the liquidated damages provided for in this Section 3.3 constitute a reasonable estimate of the damages that may be incurred by the Designated Holder Holders by reason of such Event and that such liquidated damages represent the exclusive monetary remedy for the Designated Holders for damages suffered due to such Event; provided, however, that this shall in no manner limit the Designated Holders’ entitlement to specific performance as provided for in Section 10.36.1), the Company shall pay to the Designated Holder an amount in cash, as liquidated damages and not as a penalty, equal to one-twentieth of a percent (0.05%) of (i) the number of SEC Approved Registrable Securities then held by the Designated Holder as of the date of such Event, multiplied by (ii) the purchase price paid by the Designated Holder for such SEC Approved Registrable Securities then held, for each day that such Event continues, excluding the day on which such Event has been cured. The payments to which the Designated a Holder shall be entitled pursuant to this Section 3.3 are referred to herein as “Event Payments.” In the event the Company fails to make Event Payments to the Designated a Holder within five (5) Business Days business days after an Event Payment Date, such Event Payments owed to the Designated such Holder shall bear interest in the form of cash or additional shares of Common Stock (the form of such payment to be at the Company’s option) at the rate of one half percent (0.51.0%) per month (prorated for partial months) until paid in full. The liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event, except in the case of the first Event date. All pro rated calculations made pursuant to this paragraph shall be based upon the actual number of days in such pro rated month. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages (a) to more than one Holder in respect of the same Registrable Securities for the same period of time, (b) in an aggregate amount that exceeds five fifteen percent (5.015.0%) of the purchase price paid by the Designated such Holder for its Registrable Securities pursuant to its Subscription Agreement or (c) with respect to more than one Event at the Purchase Agreementsame time. In the event the Company elects to make an Event Payment or interest payment under this Section 3.3 in shares of Common Stock, the number of shares of Common Stock to be issued to a Holder hereunder shall equal the quotient determined by dividing (i) the cash value of the Event Payment or interest payment, as applicable, due to such Holder by (ii) the lesser of (A) the purchase price per share of Common Stock under its Subscription Agreement and (B) the average closing price of the Common Stock for the five (5) trading days immediately preceding the date of the Event. The additional shares of Common Stock, if any, payable as Event Payments shall, if permissible, be added to the Registration Statement prior to being declared effective by the SEC; if it is not permissible to add such shares of Common Stock to an existing Registration Statement, then the Company shall use commercially reasonable efforts to include such shares on a new Registration Statement as promptly as practicable. Notwithstanding anything to the contrary set forth in this Section 3.3, the Company shall not, without the prior written consent of a Holder, be able to elect to make an Event Payment or interest payment to such Holder in shares of Common Stock to the extent that, if after giving effect to such issuance, the Holder, together with any person that shares a common investment adviser with such Holder, would beneficially own, in the aggregate, in excess of 9.9% of the outstanding shares of Common Stock immediately after giving effect to such issuance. For purposes of the foregoing, beneficial ownership and all determinations and calculations shall be determined by the Holder in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For such purposes, each of the following shall constitute an “Event”:: (i) a Registration Statement covering all of the Registrable Securities is not filed with the SEC on or prior to the Required Filing Date; (ii) a Registration Statement covering all of the Registrable Securities is not declared effective on the Required Effectiveness Date; (iii) after its effective date, (A) such Registration Statement ceases for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), to remain continuously effective as to all Registrable Securities for which it is required to be effective or (B) the Holders are not permitted to utilize the prospectus therein to resell such Registrable Securities, in the case of (A) and (B) (other than during an Allowable Suspension Period (as defined in Section 4.4)); (iv) a suspension period under Section 4.4 exceeds the length of an Allowable Suspension Period; or (v) after the date six months following the Closing Date, and only in the event the Registration Statement is not available to sell Registrable Securities, the Company fails to file with the SEC any required reports under Section 13 or 15(d) of the Exchange Act such that it is not in compliance with Rule 144(c)(1) as a result of which the Holders who are not affiliates are unable to sell Registrable Securities without restriction under Rule 144.

Event Payments. Should an Event (as defined below) occur thenoccur, then upon each monthly anniversary of the occurrence of such Event (an “Event Payment Date”) until the applicable Event is cured, as relief for the damages suffered therefrom by the Designated Holder Holders (the parties hereto agreeing that the liquidated damages provided for in this Section 3.3 constitute a reasonable estimate of the damages that may be incurred by the Designated Holder Holders by reason of such Event and that such liquidated damages represent the exclusive monetary remedy for the Designated Holders for damages suffered due to such Event; provided, however, that this shall in no manner limit the Designated Holders’ entitlement to specific performance as provided for in Section 10.3), the Company shall pay to the each Designated Holder an amount in cash, as liquidated damages and not as a penalty, equal to one-twentieth of a percent (0.05%0.0005) of (i) the number of SEC Approved Registrable Securities then held by the such Designated Holder as of the date of such Event, multiplied by (ii) the purchase price paid by the such Designated Holder for such SEC Approved Registrable Securities then held, for each day that such Event continues, excluding the day on which such Event has been cured. The payments to which the a Designated Holder shall be entitled pursuant to this Section 3.3 are referred to herein as “Event Payments.” In the event the Company fails to make Event Payments to the a Designated Holder within five two (52) Business Days after an Event Payment Date, such Event Payments owed to the such Designated Holder shall bear interest at the rate of one half percent (0.51.0%) per month (prorated for partial months) until paid in full. All pro rated calculations made pursuant to this paragraph shall be based upon the actual number of days in such pro rated month. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages (a) to more than one Designated Holder in respect of the same Registrable Securities for the same period of time or (b) in an aggregate amount that exceeds five percent (5.0%) 9.9% of the purchase price paid by the such Designated Holder for its Registrable Securities pursuant to the Purchase Agreement. For such purposes, each of the following shall constitute an “Event”:

Event Payments. Should an Event (as defined below) occur thenthen the Company shall pay to each Holder (i) an amount in cash or in additional shares of Common Stock (the form of such payment to be at the Company’s option) as liquidated damages and not as a penalty, equal to five percent (5.0%) of the purchase price paid by such Holder pursuant to its Subscription Agreement for any Registrable Securities then held, which amount shall be immediately due and payable; and (ii) upon each monthly anniversary of the occurrence of such Event (each date in (i) and (ii) above, an “Event Payment Date”) unless or until the applicable Event is cured, the Company shall pay to each Holder an amount in cash or in additional shares of Common Stock (the form of such payment to be at the Company’s option) as liquidated damages and not as a penalty, equal to two percent (2.0%) of the purchase price paid by such Holder pursuant to its Subscription Agreement for any Registrable Securities then held as relief for the damages suffered therefrom by the Designated Holder Holders (the parties hereto agreeing that the liquidated damages provided for in this Section 3.3 constitute a reasonable estimate of the damages that may be incurred by the Designated Holder Holders by reason of such Event and that such liquidated damages represent the exclusive monetary remedy for the Designated Holders for damages suffered due to such Event; provided, however, that this shall in no manner limit the Designated Holders’ entitlement to specific performance as provided for in Section 10.36.1), the Company shall pay to the Designated Holder an amount in cash, as liquidated damages and not as a penalty, equal to one-twentieth of a percent (0.05%) of (i) the number of SEC Approved Registrable Securities then held by the Designated Holder as of the date of such Event, multiplied by (ii) the purchase price paid by the Designated Holder for such SEC Approved Registrable Securities then held, for each day that such Event continues, excluding the day on which such Event has been cured. The payments to which the Designated a Holder shall be entitled pursuant to this Section 3.3 are referred to herein as “Event Payments.” In the event the Company fails to make Event Payments to the Designated an Holder within five (5) Business Days business days after an Event Payment Date, such Event Payments owed to the Designated such Holder shall bear interest in the form of cash or additional shares of Common Stock (the form of such payment to be at the Company’s option) at the rate of one half percent (0.51.0%) per month (prorated for partial months) until paid in full. The liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event, except in the case of the first Event date. All pro rated calculations made pursuant to this paragraph shall be based upon the actual number of days in such pro rated month. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages (a) to more than one Holder in respect of the same Registrable Securities for the same period of time, (b) in an aggregate amount that exceeds five fifteen percent (5.015.0%) of the purchase price paid by the Designated such Holder for its Registrable Securities pursuant to its Subscription Agreement or (c) with respect to more than one Event at the Purchase Agreementsame time. In the event the Company elects to make an Event Payment or interest payment under this Section 3.3 in shares of Common Stock, the number of shares of Common Stock to be issued to a Holder hereunder shall equal the quotient determined by dividing (i) the cash value of the Event Payment or interest payment, as applicable, due to such Holder by (ii) the lesser of (A) the purchase price per share of Common Stock under its Subscription Agreement and (B) the average closing price of the Common Stock for the five (5) trading days immediately preceding the date of the Event. The additional shares of Common Stock, if any, payable as Event Payments shall, if permissible, be added to the Registration Statement prior to being declared effective by the SEC; if it is not permissible to add such shares of Common Stock to an existing Registration Statement, then the Company shall use commercially reasonable efforts to include such shares on a new Registration Statement as promptly as practicable. Notwithstanding anything to the contrary set forth in this Section 3.3, the Company shall not, without the prior written consent of a Holder, be able to elect to make an Event Payment or interest payment to such Holder in shares of Common Stock to the extent that, if after giving effect to such issuance, the Holder, together with any person that shares a common investment adviser with such Holder, would beneficially own, in the aggregate, in excess of 9.9% of the outstanding shares of Common Stock immediately after giving effect to such issuance. For purposes of the foregoing, beneficial ownership and all determinations and calculations shall be determined by the Holder in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For such purposes, each of the following shall constitute an “Event”:: (i) a Registration Statement covering all of the Registrable Securities is not filed with the SEC on or prior to the Required Filing Date; (ii) a Registration Statement covering all of the Registrable Securities is not declared effective on the Required Effectiveness Date; (iii) after its effective date, (A) such Registration Statement ceases for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), to remain continuously effective as to all Registrable Securities for which it is required to be effective or (B) the Holders are not permitted to utilize the prospectus therein to resell such Registrable Securities, in the case of (A) and (B) (other than during an Allowable Suspension Period (as defined in Section 4.4)); (iv) a suspension period under Section 4.4 exceeds the length of an Allowable Suspension Period; or (v) after the date six months following the Closing Date, and only in the event the Registration Statement is not available to sell Registrable Securities, the Company fails to file with the SEC any required reports under Section 13 or 15(d) of the Exchange Act such that it is not in compliance with Rule 144(c)(1) as a result of which the Holders who are not affiliates are unable to sell Registrable Securities without restriction under Rule 144.

Event Payments. Should an Event (as defined below) occur then, upon each monthly anniversary of the occurrence of such Event (an “Event Payment Date”) until the applicable Event is cured, as relief for the damages suffered therefrom by the Designated Holder Investor or permitted transferee of the Investor (the parties hereto agreeing that the liquidated damages provided for in this Section 3.3 constitute a reasonable estimate of the damages that may be incurred by the Designated Holder Investor by reason of such Event and that such liquidated damages represent the exclusive monetary remedy for the Designated Holders for damages suffered due to such Event; provided, however, that this shall in no manner limit the Designated Holders’ entitlement to specific performance as provided for in Section 10.3), the Company shall pay to the Designated Holder Investor an amount in cash, as liquidated damages and not as a penalty, equal to one-twentieth of a percent (0.05%) of (i) the number of SEC Approved Registrable Securities then held by the Designated Holder Investor as of the date of such Event, multiplied by (ii) the purchase price paid by the Designated Holder Investor for such SEC Approved Registrable Securities then held, for each day that such Event continues, excluding the day on which such Event has been cured. The payments to which the Designated Holder Investor shall be entitled pursuant to this Section 3.3 are referred to herein as “Event Payments.” In the event the Company fails to make Event Payments to the Designated Holder Investor within five (5) Business Days after an Event Payment Date, such Event Payments owed to the Designated Holder Investor shall bear interest at the rate of one half percent (0.5%) per month (prorated for partial months) until paid in full. All pro rated calculations made pursuant to this paragraph shall be based upon the actual number of days in such pro rated month. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages in an aggregate amount that exceeds five percent (5.0%) of the purchase price paid by the Designated Holder Investor for its Registrable Securities pursuant to the Purchase Agreement. For such purposes, each of the following shall constitute an “Event”: