Common use of Failure to File or Obtain Effectiveness of the Registration Statement Clause in Contracts

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the Registration Statement is not declared effective by the SEC on or before the Scheduled Effective Date, or if after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies at law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value of the Units outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein to the contrary, to the extent that the registration of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Shares.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC on or before the Scheduled Effective Dateby its Effectiveness Deadline, or if (iv) after the effectiveness, a Registration Statement has been declared ceases for any reason to remain continuously effective by as to all Registrable Securities for which it is required to be effective, or the SEC, sales canHolders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be made pursuant consecutive calendar days) (any such failure or breach being referred to the Registration Statement (whether because of a failure to keep the Registration Statement effectiveas an “Event”), failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages in addition to any holder other rights the holders of Registrable Securities by reason the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of any each such delay in or reduction of its ability to sell Event date (if the underlying shares of Common Stock (which remedy applicable Event shall not be exclusive of any other remedies at law or in equity)have been cured by such date) until the applicable Event is cured, the Company will shall pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either and not as a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand thereforepenalty, equal to two 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four percent (224%) of the liquidated value of aggregate Purchase Price paid by such holder pursuant to the Units outstanding as Securities Purchase Agreement. The partial Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein pursuant to the contrary, terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the extent that the registration cure of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Sharesan Event.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the Registration Statement is not filed by the Scheduled Filing Deadline or is not declared effective by the SEC on or before the Scheduled Effective DateDeadline, or if after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies at law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”"LIQUIDATED DAMAGES") to the holder, at the holder’s 's option, either a cash amount or shares of the Company’s 's Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value of the Units Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Schedule Effective Date Deadline as the case may be. Notwithstanding anything herein to the contrary, to the extent that the registration of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein Any Liquidated Damages payable hereunder shall not be applicable limit, prohibit or preclude the Investor from seeking any other remedy available to such Non-Registered Sharesit under contract, at law or in equity.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the Registration Statement is not filed by the Scheduled Filing Deadline or is not declared effective by the SEC on or before the Scheduled Effective Date, or if after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies at law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value of the Units Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein to the contrary, to the extent that the registration of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Shares.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the Registration Statement is not filed on or before the Scheduled Filing Deadline or is not declared effective by the SEC on or before the Scheduled Effective DateDeadline, or if after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock Ordinary Shares, or otherwise then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock Ordinary Shares (which remedy shall not be exclusive of any other remedies at law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either a cash amount or shares a number of the Company’s Common Stock within three (3) business daysOrdinary Shares, after demand therefore, equal to two percent (2%) of the liquidated value of the Units Convertible Notes outstanding as Liquidated Damages for each thirty (30) day period (or any pro rata part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein to Such amount shall be paid (or such Ordinary Shares shall be issued) within 30 days following the contrary, to the extent that the registration of any or all end of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions month or releases issued or actions taken by the SEC pursuant partial month to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Shareswhich they relate.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the Registration Statement is not filed by the Scheduled Filing Deadline or is not declared effective by the SEC on or before the Scheduled Effective DateDeadline, or if after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise in addition to filing a new registration statement or post effective amendment within thirty (30) calendar days of determining that there are insufficient shares of Common Stock registered), then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies at law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value Liquidation Amount (as defined in the Certificate of the Units Designation of Series C Convertible Preferred Shares) outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) thereof after the Scheduled Filing Deadline or the Scheduled Effective Date Deadline as the case may be. Notwithstanding anything herein Any Liquidated Damages payable hereunder shall not limit, prohibit or preclude the Investor from seeking any other remedy available to it under contract, at law or in equity. The Company shall pay the contrary, to Investor the extent that the registration of any or all Liquidated Damages within three (3) business days of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered SharesInvestor making written demand.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the Registration Statement is not filed by the Scheduled Filing Deadline or is not declared effective by the SEC on or before the Scheduled Effective DateDeadline, or if after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise in addition to filing a new registration statement or post effective amendment within thirty (30) calendar days of determining that there are insufficient shares of Common Stock registered), then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies at law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value Liquidation Amount (as defined in the Certificate of the Units Designation of Series A Convertible Preferred Shares) outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) thereof after the Scheduled Filing Deadline or the Scheduled Effective Date Deadline as the case may be. Notwithstanding anything herein Any Liquidated Damages payable hereunder shall not limit, prohibit or preclude the Investor from seeking any other remedy available to it under contract, at law or in equity. The Company shall pay the contrary, to Investor the extent that the registration of any or all Liquidated Damages within three (3) business days of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered SharesInvestor making written demand.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the Registration Statement is not filed by the Scheduled Filing Deadline or is not declared effective by the SEC on or before the Scheduled Effective Date, or if after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether beyond any Allowable Blackout Period because of a failure the Company failed to keep the Registration Statement effectiveeffective or current, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies at law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”"LIQUIDATED DAMAGES") to the holder, at the holder’s 's option, either a cash amount or shares of the Company’s 's Common Stock within three (3) business days, after demand therefore, equal to two one percent (21%) of the liquidated value of the Units Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein to the contrary, to the extent that the registration of any or all in no event shall Liquidated Damages exceed twenty percent (20%) of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) aggregate Purchase Price for all Investors. Common Stock issued as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein Liquidated Damages shall not be applicable to such Non-Registered Sharesdeemed Registrable Securities.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the Registration Statement is not filed by the Scheduled Filing Deadline or is not declared effective by the SEC on or before the Scheduled Effective Date, or if after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies at law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”"LIQUIDATED DAMAGES") to the holder, at the holder’s 's option, either a cash amount or shares of the Company’s 's Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value of the Units Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein If paid in the form of Common Stock, the amount of stock to be issued will be calculated as follows: the contrary, to the extent that the registration of any or all value of the Registrable Securities by stock shall be the Company Closing Bid Price on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then date the liquidated damages described herein shall not be applicable to such Non-Registered Sharespayment is demanded.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the If: (i) a Registration Statement is not filed on or prior to the Filing Deadline (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC on or before the Scheduled Effective Dateby its Effectiveness Deadline, or if (iv) after the effectiveness, a Registration Statement has been declared ceases for any reason to remain continuously effective by as to all Registrable Securities for which it is required to be effective, or the SEC, sales canHolders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be made pursuant consecutive calendar days) (any such failure or breach being referred to the Registration Statement (whether because of a failure to keep the Registration Statement effectiveas an “Event”), failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages in addition to any holder other rights the holders of Registrable Securities by reason the Convertible Notes may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of any each such delay in or reduction of its ability to sell Event date (if the underlying shares of Common Stock (which remedy applicable Event shall not be exclusive of any other remedies at law or in equity)have been cured by such date) until the applicable Event is cured, the Company will shall pay to each holder of Convertible Notes an amount in cash, as partial liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either and not as a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand thereforepenalty, equal to two 1.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Notes then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Notes under this Agreement shall be ten percent (210%) of the liquidated value of aggregate Purchase Price paid by such holder pursuant to the Units outstanding as Securities Purchase Agreement. The partial Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein pursuant to the contrary, terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the extent that the registration cure of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Sharesan Event.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the Registration Statement is not declared effective by the SEC on or before the Scheduled Effective Date, or if after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise , then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies at law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value of the Units Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may beDate. Notwithstanding anything herein the foregoing, in no event shall the Company be required to pay any Liquidated Damages in the event that the failure to be declared effective on the requisite date results in whole or in part from either (a) the failure of any Investor to provide information relating to the contrary, Investor and its proposed method of sale or any other information concerning the Investor that is required by the Securities and Exchange Commission to the extent that be included in the registration of statement or (b) any delays resulting from questions or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken issues raised by the SEC pursuant to its authority with respect or any other regulatory agency, market or exchange concerning any Investor (or the affiliates of any Investor) or relating to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Shares415.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the Registration Statement is not filed by the Scheduled Filing Deadline or is not declared effective by the SEC on or before the Scheduled Effective Date, or if after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise otherwise) then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies at law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value of the Units Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein to the contrary, in no event shall Liquidated Damages exceed twenty four percent (24%) of the aggregate Purchase Price for all Investors. Notwithstanding anything herein to the extent contrary, in no event shall the Company be required to pay any Liquidated Damages if the Registration Statement is not declared effective on the Scheduled Effective Date, if the failure to have the Registration Statement declared effective in a timely fashion is due solely to SEC comments with respect to the Company’s basis for determining that the registration of any or all of transaction giving rise to the obligation to register the Registrable Securities by the Company on a hereunder is eligible for registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to under Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Shares415.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the If: (i) a Registration Statement is not filed on or prior to the Filing Deadline (if the Issuer files a Registration Statement without affording the Investors the opportunity to review and comment on the same as required by Section 3(a), the Issuer shall not be deemed to have satisfied this clause (i)), or (ii) the Issuer fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Issuer is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC on or before the Scheduled Effective Dateby its Effectiveness Deadline, or if (iv) after the effectiveness, a Registration Statement has been declared ceases for any reason to remain continuously effective by as to all Registrable Securities for which it is required to be effective, or the SEC, sales canholders of Registrable Securities are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be made pursuant consecutive calendar days) (any such failure or breach being referred to the Registration Statement (whether because of a failure to keep the Registration Statement effectiveas an “Event”), failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock Registrable Securities (which remedy shall not be exclusive of any other remedies at rights the holders of Bonds may have hereunder or under applicable law or in equity), on each such Event date and on each monthly anniversary of each such Event date (if the Company will applicable Event shall not have been cured by such date) until the applicable Event is cured, the Issuer shall pay to each holder of Bonds an amount in cash, as partial liquidated damages (the “Liquidated DamagesRegistration Delay Payments”) to the holder, at the holder’s option, either and not as a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand thereforepenalty, equal to two 1.0% of the aggregate subscription price paid by such holder of Bonds pursuant to the Subscription Agreement for any Bonds then held by such holder. In the event the Issuer fails to pay Registration Delay Payments pursuant to this Section 2(b) in a timely manner, such unpaid Registration Delay Payments shall bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in full. The parties agree that (1) the Issuer shall not be liable for Registration Delay Payments under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Registrable Securities under this Agreement shall be ten percent (10%) of the liquidated value of the Units outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein aggregate subscription price paid by such holder pursuant to the contrary, Subscription Agreement. The Registration Delay Payments pursuant to the extent that the registration of any or all of the Registrable Securities by the Company terms hereof shall apply on a registration statement is prohibited (daily pro-rata basis for any portion of a month prior to the “Non-Registered Shares”) as a result cure of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Sharesan Event.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the Registration Statement is not filed by the Scheduled Filing Deadline or is not declared effective by the SEC on or before the Scheduled Effective Date, as the direct result of the Company’s failure to use its best efforts under Section 2(b) above, or if after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement as the direct result of the Company’s failure to use its best efforts under Section 2(b) above (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise otherwise) then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies at law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value of the Units Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein to the contrary, to the extent that the registration of any or all in no event shall Liquidated Damages exceed twenty percent (20%) of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Sharesaggregate Purchase Price for all Investors.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC on or before the Scheduled Effective Dateby its Effectiveness Deadline, or if (iv) after the effectiveness, a Registration Statement has been declared ceases for any reason to remain continuously effective by as to all Registrable Securities for which it is required to be effective, or the SEC, sales canHolders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be made pursuant consecutive calendar days) (any such failure or breach being referred to the Registration Statement (whether because of a failure to keep the Registration Statement effectiveas an “Event”), failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages in addition to any holder other rights the holders of Registrable Securities by reason the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of any each such delay in or reduction of its ability to sell Event date (if the underlying shares of Common Stock (which remedy applicable Event shall not be exclusive of any other remedies at law or in equity)have been cured by such date) until the applicable Event is cured, the Company will shall pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either and not as a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand thereforepenalty, equal to two percent One Percent (21.0%) of the liquidated value aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares; (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twelve (12%) of the Units outstanding as aggregate Purchase Price paid by such holder pursuant to the Securities Purchase Agreement; and (3) the Company shall not be liable for Liquidated Damages for each thirty (30) day period (or any part thereof) after under this Agreement resulting from the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein to the contrary, to the extent that the registration of any or all failure of the Registrable Securities by Buyer to provide material information constituting a material legal requirement of the Company on Registration Statement or resulting from a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken finding by the SEC that the Buyer’s purchase of the Convertible Debentures or Warrants, as constituted in the Transaction Documents necessitates a renegotiation of material terms thereof after the filing of the Registration Statement. The partial Liquidated Damages pursuant to its authority with respect the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number cure of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Sharesan Event.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the Registration Statement is not filed by the Scheduled Filing Deadline or is not declared effective by the SEC on or before the Scheduled Effective DateDate (including any extension thereof), or if after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise otherwise) then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies at law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to two one percent (21%) of the liquidated value outstanding principal amount of the Units outstanding Convertible Debentures as Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may bebe no to exceed fifteen (15) months. Notwithstanding anything herein to the contraryforegoing, to Liquidated Damages shall not apply if the extent that the registration of any or all of the Registrable Securities by the Company on a registration statement Registration Statement is prohibited (the “Non-Registered Shares”) not kept effective as a result of rules, regulations, positions or releases issued or actions taken a delay caused by the SEC pursuant or the issuance of SEC comment letters relating to its authority any reports, schedules, forms, statements or other documents required to be filed by the Company with respect to Rule 415 the SEC under the 1933 Securities Exchange Act and of 1934, provided that the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable is submitting responses to such Non-Registered Sharescomment letters within ten (10) business days of receipt of such comment letter by the SEC or such review provided such comments are resolved within forty five (45) calendar days from receipt of such SEC comment letter or review notification.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC on or before the Scheduled Effective Dateby its Effectiveness Deadline, or if (iv) after the effectiveness, a Registration Statement has been declared ceases for any reason to remain continuously effective by as to all Registrable Securities for which it is required to be effective, or the SEC, sales canHolder is otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be made pursuant consecutive calendar days) (any such failure or breach being referred to the Registration Statement (whether because of a failure to keep the Registration Statement effectiveas an “Event”), failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages in addition to any holder other rights the Holder of Registrable Securities by reason the Convertible Note may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of any each such delay in or reduction of its ability to sell Event date (if the underlying shares of Common Stock (which remedy applicable Event shall not be exclusive of any other remedies at law or in equity)have been cured by such date) until the applicable Event is cured, the Company will shall pay to each holder of Convertible Notes an amount in cash, as partial liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either and not as a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand thereforepenalty, equal to two 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Notes then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrant or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a Holder of Convertible Note under this Agreement shall be twelve percent (212%) of the liquidated value of aggregate Purchase Price paid by such holder pursuant to the Units outstanding as Securities Purchase Agreement. The partial Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein pursuant to the contrary, terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the extent that the registration cure of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Sharesan Event.

Failure to File or Obtain Effectiveness of the Registration Statement. In Subject to the provisions of this Paragraph and this Agreement, in the event the Registration Statement is not filed with the SEC by the Scheduled Filing Deadline or declared effective by the SEC on or before the Scheduled Effective DateDeadline, or if after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise otherwise), unless such is due to action or inaction of any of the Investors, then such event shall be a default by the Company under this Agreement (without any further notice or cure period), and in addition to any other remedies the Investors may have, at law or in equity, as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies at law or in equity)Stock, the Company will shall pay and issue to the Investors (pro rata based on the relative amount of Registrable Shares held by each of the Investors), as liquidated damages damages, an additional five hundred thousand (the “Liquidated Damages”500,000) to the holder, at the holder’s option, either a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value of the Units outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) after days the Registration Statement is not filed by the Scheduled Filing Deadline Date, or for each thirty (30) days the Registration Statement is not made effective past the Scheduled Effective Deadline, or for each thirty (30) days during which sales cannot be made pursuant to the Registration Statement, as applicable ("Penalty Shares"). The parties hereto agree that in no event shall Investors receive more than two million (2,000,000) Penalty Shares. The parties agree that no Penalty Shares shall be issued if the failure to meet the Scheduled Filing Date or the Scheduled Effective Date as the case may be. Notwithstanding anything herein to the contrary, to the extent that the registration of any or all Deadline is caused by factors wholly outside of the Registrable Securities Company's control, which shall include, but not be limited to, delays caused by a review of the Registration Statement by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Shares.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the Registration Statement is not filed by the Scheduled Filing Deadline or is not declared effective by the SEC on or before the Scheduled Effective DateDeadline, or if after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise otherwise, except for any grace period provided in Section 3(e) hereof) (“Maintenance Failure”) then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies at law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”) and not as a penalty, to the holder, at the holder’s option, either a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) per month of the liquidated value outstanding principal amount of the Units outstanding as Amended and Restated Convertible Debentures outstanding. The initial payment of Liquidated Damages for each thirty shall be made on the date the Scheduled Filing Deadline, Scheduled Effective Deadline or Maintenance Failure occurs, and shall continue and be paid every thirtieth (30th) day thereafter (or, if cured prior to any such subsequent thirtieth (30) day period day, within three (3) business days following such cure) until the Registration Statement is filed or any part thereof) after the Scheduled Filing Deadline declared effective or the Scheduled Effective Date such Maintenance Failure is cured, as the case may be. Notwithstanding anything contained herein to the contrary, to no Liquidated Damages payments under this Agreement (excluding any accrued Liquidated Damages’ payments under the extent that the registration of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC Prior Registration Rights Agreement pursuant to its authority Section 2(e)) shall exceed, with respect to Rule 415 under a particular Investor, twelve and one half percent (12.5%) of the 1933 Act principal amount of such Investor’s Amended and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered SharesRestated Convertible Debentures.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the Registration Statement is not filed by the Scheduled Filing Deadline or is not declared effective by the SEC on or before the Scheduled Effective Date, or if after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise otherwise), provided that if the Company shall have notified the holders to suspend use of the Registration Statement for a reason other than failure to register sufficient shares, this Section 2 (b) shall not be operative unless sales cannot be so made for more than 30 trading days in any 12 month period, then as partial relief for the damages to any (each such suspension a “Trading Suspension”) holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies at law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to two one percent (21%) of the liquidated value of the Units Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein to the contrary, in no event shall the Company pay Liquidated Damages in excess of ten (10) months. In the event the Holder shall elect to the extent that the registration of any or all receive shares of the Registrable Securities Company’s Common Stock in payment of the liquidated damages, such shares shall be valued at $1.00 per share. Each holder agrees to maintain in confidence the giving of a suspension notice by the Company on a registration statement is prohibited (and any information contained therein until the “Non-Registered Shares”) as a result expiration of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered SharesTrading Suspension.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the Initial or Amended Registration Statement is not filed by the Scheduled Filing Deadline or the Amended Filing Deadline or is not declared effective by the SEC on or before the Scheduled Effective DateDate or the Amended Scheduled Effective Deadline, or if after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise otherwise) then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies at law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”) to the holder, at the holderCompany’s option, either a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to two one percent (21%) of the liquidated value of the Units Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline, Amended Scheduled Filing Deadline or the Scheduled Effective Date, Amended Scheduled Effective Date as the case may be. Notwithstanding anything herein to the contraryThe Liquidated Damages will be pro rated for each day, to the extent that the registration of any or all of the Registrable Securities by and in no case will the Company on be obligated to pay Liquidated Damages for more than a registration statement is prohibited (the “Non-Registered Shares”) as a result total of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Shares365 calendar days.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the Registration Statement is not filed by the Scheduled Filing Deadline or is not declared effective by the SEC on or before the Scheduled Effective DateDeadline, or if after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise otherwise) then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies at law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”"LIQUIDATED DAMAGES") to the holder, at the holder’s 's option, either a cash amount or shares of the Company’s 's Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value of the Units Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date Deadline as the case may be. Notwithstanding anything herein to the contrary, in no event shall the Liquidated Damages exceed twenty-four percent (24%) of the face value of the Convertible Debentures. (the "REGISTRATION DELAY PAYMENTS CAP"). Any amount in excess of the Registration Delay Payments Cap (the "EXCESS REGISTRATION DELAY PAYMENTS") shall cause the Conversion Price (as that term is defined in the Convertible Debentures) of the Convertible Debentures to be lowered by an amount equal to the extent that the registration of any or all quotient of the Registrable Securities amount of such Excess Registration Delay Payments divided by the Company on a registration statement is prohibited (then outstanding amount of the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered SharesConvertible Debentures.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the Registration Statement is not filed by the Scheduled Filing Deadline or is not declared effective by the SEC on or before the Scheduled Effective DateDeadline, or if after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies at law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”) "LIQUIDATED DAMAGES"), and not as a penalty, to the holder, at the holder’s 's option, either a cash amount or shares of the Company’s 's Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value of the Units Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period (or on any part thereof) thereof after the Scheduled Filing Deadline or the Scheduled Effective Date Deadline as the case may be. Notwithstanding anything herein Any Liquidated Damages payable hereunder shall not limit, prohibit or preclude the Investor from seeking any other remedy available to it under contract, at law or in equity. The Liquidated Damages shall offset against the proceeds to be paid by the Investor in the last tranche under the Convertible Debentures or, if the last tranche has been paid to the contrary, to the extent that the registration of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SECCompany, then the liquidated damages described herein Company shall not be applicable to such Non-Registered Sharespay the Investor the Liquidated Damages within three (3) business days of the Investor making written demand.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Buyers the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC on or before the Scheduled Effective Dateby its Effectiveness Deadline, or if (iv) after the effectiveness, a Registration Statement has been declared ceases for any reason to remain continuously effective by as to all Registrable Securities for which it is required to be effective, or the SEC, sales canBuyers are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be made pursuant consecutive calendar days) (any such failure or breach being referred to the Registration Statement (whether because of a failure to keep the Registration Statement effectiveas an “Event”), failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages in addition to any holder other rights the holders of Registrable Securities by reason the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of any each such delay in or reduction of its ability to sell Event date (if the underlying shares of Common Stock (which remedy applicable Event shall not be exclusive of any other remedies at law or in equity)have been cured by such date) until the applicable Event is cured, the Company will shall pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either and not as a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand thereforepenalty, equal to two 1.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twelve percent (212%) of the liquidated value of aggregate Purchase Price paid by such holder pursuant to the Units outstanding as Securities Purchase Agreement. The partial Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein pursuant to the contrary, terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the extent that the registration cure of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Sharesan Event.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC on or before the Scheduled Effective Dateby its Effectiveness Deadline, or if (iv) after the effectiveness, a Registration Statement has been declared ceases for any reason to remain continuously effective by as to all Registrable Securities for which it is required to be effective, or the SEC, sales canHolders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be made pursuant consecutive calendar days) (any such failure or breach being referred to the Registration Statement (whether because of a failure to keep the Registration Statement effectiveas an “Event”), failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages in addition to any holder other rights the holders of Registrable Securities by reason the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of any each such delay in or reduction of its ability to sell Event date (if the underlying shares of Common Stock (which remedy applicable Event shall not be exclusive of any other remedies at law or in equity)have been cured by such date) until the applicable Event is cured, the Company will shall pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either and not as a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand thereforepenalty, equal to two 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four percent (224%) of the liquidated value of aggregate Purchase Price paid by such holder pursuant to the Units outstanding as Securities Purchase Agreement, provided however the Company shall not be liable for Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein to the contrary, to the extent that the registration of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by any delay in the effectiveness of a Registration Statement as a result of comments from the SEC pursuant to its authority with respect regard to Rule 415 under the 1933 Act and provided the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable is responding to such Noncomments within fourteen (14) calendar days from the date of such comment letter or the reduction in the amount of shares included in such Registration Statement as a result of comments from the SEC with regard to Rule 415. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-Registered Sharesrata basis for any portion of a month prior to the cure of an Event.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC on or before the Scheduled Effective Dateby its Effectiveness Deadline, or if (iv) after the effectiveness, a Registration Statement has been declared ceases for any reason to remain continuously effective by as to all Registrable Shares for which it is required to be effective, or the SEC, sales canHolders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Shares for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be made pursuant consecutive calendar days) (any such failure or breach being referred to the Registration Statement (whether because of a failure to keep the Registration Statement effectiveas an “Event”), failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages in addition to any holder other rights, on each such Event date and on each monthly anniversary of Registrable Securities by reason of any each such delay in or reduction of its ability to sell Event date (if the underlying shares of Common Stock (which remedy applicable Event shall not be exclusive of any other remedies at law or in equity)have been cured by such date) until the applicable Event is cured, the Company will shall pay to the Buyer an amount in cash, as partial liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either and not as a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand thereforepenalty, equal to two 1.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Shares under this Agreement shall be twelve percent (212%) of the liquidated value of aggregate Purchase Price paid by such holder pursuant to the Units outstanding as Securities Purchase Agreement. The partial Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein pursuant to the contrary, terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the extent that the registration cure of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Sharesan Event.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Buyers the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC on or before the Scheduled Effective Dateby its Effectiveness Deadline, or if (iv) after the effectiveness, a Registration Statement has been declared ceases for any reason to remain continuously effective by as to all Registrable Securities for which it is required to be effective, or the SEC, sales canBuyers are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than thirty (30) consecutive calendar days or more than an aggregate of forty (40) calendar days during any twelve (12) month period (which need not be made pursuant consecutive calendar days) (any such failure or breach being referred to the Registration Statement (whether because of a failure to keep the Registration Statement effectiveas an “Event”), failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages in addition to any holder other rights the holders of Registrable Securities by reason the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of any each such delay in or reduction of its ability to sell Event date (if the underlying shares of Common Stock (which remedy applicable Event shall not be exclusive of any other remedies at law or in equity)have been cured by such date) until the applicable Event is cured, the Company will shall pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either and not as a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand thereforepenalty, equal to two percent (2%) of the liquidated value of aggregate purchase price paid by such holder pursuant to the Units outstanding as Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein to the contrary, to the extent that the registration of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority under this Agreement with respect to Rule 415 under the 1933 Act any Warrants or Warrant Shares and the Company has registered at such time (2) the maximum number aggregate Liquidated Damages payable to a holder of Registrable Convertible Debentures under this Agreement shall be twenty-four percent (24%) of the aggregate Purchase Price paid by such holder pursuant to the Securities permissible upon consultation with Purchase Agreement. The partial Liquidated Damages pursuant to the SEC, then terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the liquidated damages described herein shall not be applicable to such Non-Registered Sharescure of an Event.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC on or before the Scheduled Effective Dateby its Effectiveness Deadline, or if (iv) after the effectiveness, a Registration Statement has been declared ceases for any reason to remain continuously effective by as to all Registrable Securities for which it is required to be effective, or the SEC, sales canHolders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be made pursuant consecutive calendar days) (any such failure or breach being referred to the Registration Statement (whether because of a failure to keep the Registration Statement effectiveas an “Event”), failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages in addition to any holder other rights the holders of Registrable Securities by reason the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of any each such delay in or reduction of its ability to sell Event date (if the underlying shares of Common Stock (which remedy applicable Event shall not be exclusive of any other remedies at law or in equity)have been cured by such date) until the applicable Event is cured, the Company will shall pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either and not as a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand thereforepenalty, equal to two 1.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for the outstanding principal balance and outstanding and accrued interest of the Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twelve percent (212%) of the liquidated value of aggregate Purchase Price paid by such holder pursuant to the Units outstanding as Securities Purchase Agreement. The Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein pursuant to the contrary, terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the extent that the registration cure of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Sharesan Event.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the Registration Statement is not filed by the Scheduled Filing Deadline or is not declared effective by the SEC on or before the Scheduled Effective Date, or if after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise otherwise) then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock Stock, but not including a Blackout Period (which remedy shall not be exclusive of any other remedies at law or as defined in equitySection 3(e), ) then the Company will pay as liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to two one percent (21%) of the liquidated value of the Units Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may bebe (pro rated on a daily basis), up to and not in excess of a maximum of fifteen (15) thirty-day periods. Notwithstanding anything herein Common Stock issued pursuant to the contrary, immediately preceding sentence shall be valued at a price equal to the extent that the registration of any or all volume weighted average price of the Registrable Securities by Common Stock on the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Sharesdate due."

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the If: (i) a Registration Statement is not filed on or prior to the Applicable Filing Deadline (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC on or before the Scheduled Effective Dateby its Effectiveness Deadline, or if (iv) after the effectiveness, a Registration Statement has been declared ceases for any reason to remain continuously effective by as to all Registrable Securities for which it is required to be effective, or the SEC, sales canHolders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be made pursuant consecutive calendar days) (any such failure or breach being referred to the Registration Statement (whether because of a failure to keep the Registration Statement effectiveas an “Event”), failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages in addition to any holder other rights the holders of Registrable Securities by reason the Convertible Notes may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of any each such delay in or reduction of its ability to sell Event date (if the underlying shares of Common Stock (which remedy applicable Event shall not be exclusive of any other remedies at law or in equity)have been cured by such date) until the applicable Event is cured, the Company will shall pay to each holder of Convertible Notes an amount in cash, as partial liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either and not as a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand thereforepenalty, equal to two 1.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Notes then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Notes under this Agreement shall be ten percent (210%) of the liquidated value of aggregate Purchase Price paid by such holder pursuant to the Units outstanding as Securities Purchase Agreement. The partial Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein pursuant to the contrary, terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the extent that the registration cure of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Sharesan Event.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC on or before the Scheduled Effective Dateby its Effectiveness Deadline, or if (iv) after the effectiveness, a Registration Statement has been declared ceases for any reason to remain continuously effective by as to all Registrable Securities for which it is required to be effective, or the SEC, sales canHolders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be made pursuant consecutive calendar days) (any such failure or breach being referred to the Registration Statement (whether because of a failure to keep the Registration Statement effectiveas an “Event”), failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages in addition to any holder other rights the holders of Registrable Securities by reason the Convertible Debentures may have hereunder or under applicable law, on each monthly anniversary of any each such delay in or reduction of its ability to sell Event date (if the underlying shares of Common Stock (which remedy applicable Event shall not be exclusive of any other remedies at law or in equity)have been cured by such date) until the applicable Event is cured, the Company will shall pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either and not as a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand thereforepenalty, equal to two 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four percent (224%) of the liquidated value of aggregate Purchase Price paid by such holder pursuant to the Units outstanding as Securities Purchase Agreement. The partial Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein pursuant to the contrary, terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the extent that the registration cure of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Sharesan Event.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC on or before the Scheduled Effective Dateby its Effectiveness Deadline, or if (iv) after the effectiveness, a Registration Statement has been declared ceases for any reason to remain continuously effective by as to all Registrable Securities for which it is required to be effective, or the SEC, sales canHolders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be made pursuant consecutive calendar days) (any such failure or breach being referred to the Registration Statement (whether because of a failure to keep the Registration Statement effectiveas an “Event”), failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages in addition to any holder other rights the holders of Registrable Securities by reason the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of any each such delay in or reduction of its ability to sell Event date (if the underlying shares of Common Stock (which remedy applicable Event shall not be exclusive of any other remedies at law or in equity)have been cured by such date) until the applicable Event is cured, the Company will shall pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either and not as a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand thereforepenalty, equal to two 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four percent (224%) of the liquidated value of aggregate Purchase Price paid by such holder pursuant to the Units outstanding as Securities Purchase Agreement, provided however the Company shall not be liable for Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein to the contrary, to the extent that the registration of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by any delay in the effectiveness of a Registration Statement as a result of comments from the SEC provided the Company is responding to such comments within twenty (20) calendar days from the date of such comment letter or the reduction in the amount of shares included in such Registration Statement as a result of comments from the SEC with regard to Rule 415. The partial Liquidated Damages pursuant to its authority with respect the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number cure of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Sharesan Event.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the Registration Statement is not filed by the Scheduled Filing Deadline or is not declared effective by the SEC on or before the Scheduled Effective Date, or if after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise otherwise) then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies at law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value of the Units Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein to the contrary; provided, to the extent however, that the registration of Investor shall not be entitled to any or all of Liquidated Damages pursuant to this Agreement, if the Registrable Securities Registration Statement shall not have been declared effective by the Company on a registration statement is prohibited (Commission, within the “Non-Registered Shares”) time periods set forth herein solely as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority raising an issue with respect to Rule 415 under the 1933 Act and Investor or with respect to the Company has registered at such time structure of the maximum number of Registrable Securities permissible upon consultation with transaction contemplated by the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Shares.Transaction Documents..

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the Registration Statement is not filed by the Scheduled Filing Deadline or is not declared effective by the SEC on or before the Scheduled Effective Date, or if after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement other than for a period of sixty (60) calendar days commencing upon the filing of a post-effective amendment to such Registration Statement, after such sixty (60) day calendar period if sales cannot be made pursuant to the Registration Statement the Company shall be subject to the liquidated damages provisions of this section, (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies at law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”"LIQUIDATED DAMAGES") to the holder, at the holder’s 's option, either a cash amount or shares of the Company’s 's Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value of the Units Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein to the contrary, to the extent that the registration of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Shares.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the Registration Statement is not filed by the Scheduled Filing Deadline or is not declared effective by the SEC on or before the Scheduled Effective Date, or if after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise otherwise) then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies at law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”"LIQUIDATED DAMAGES") to the holder, at the holder’s 's option, either a cash amount or shares of the Company’s 's Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value outstanding principal amount of the Units outstanding Convertible Debentures as Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be, provided that such amount of Liquidated Damages shall not exceed fifteen percent (15%) of the of the outstanding principal amount of the Convertible Debentures. Notwithstanding anything herein to the contraryforegoing, to Liquidated Damages shall not apply if the extent that the registration of any or all of the Registrable Securities by the Company on a registration statement Registration Statement is prohibited (the “Non-Registered Shares”) not kept effective as a result of rules, regulations, positions or releases issued or actions taken a delay caused by the SEC pursuant or the issuance of SEC comment letters relating to its authority any reports, schedules, forms, statements or other documents required to be filed by the Company with respect to Rule 415 the SEC under the 1933 Securities Exchange Act and of 1934, provided that the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable is submitting responses to such Non-Registered Sharescomment letters within ten (10) business days of receipt of such comment letter by the SEC or such review provided such comments are resolved within forty five (45) calendar days from receipt of such SEC comment letter or review notification.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the If: (i) a Registration Statement is not filed on or prior to its Filing Deadline (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC on or before the Scheduled Effective Dateby its Effectiveness Deadline, or if (iv) after the effectiveness, a Registration Statement has been declared ceases for any reason to remain continuously effective by as to all Registrable Securities for which it is required to be effective, or the SEC, sales canHolders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be made pursuant consecutive calendar days) (any such failure or breach being referred to as an “Event”), then in addition to any other rights the Registration Statement holders of the Convertible Debentures may have hereunder or under applicable law, on each monthly anniversary of each such Event date (whether because if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each holder of a failure to keep Convertible Debentures an amount in cash or, at the Registration Statement effectiveoption of the Company, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient in shares of Common Stock or otherwise then of the Company valued at the 10 day VWAP preceding the due date for payment as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies at law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either and not as a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand thereforepenalty, equal to two the pro-rata portion of 1.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder for which a registration statement is then required to have been filed or declared effective. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable under this Agreement for all instances in which Liquidated Damages shall be payable, regardless of the cause, shall be six percent (26%) of the liquidated value of aggregate Purchase Price paid by such holder pursuant to the Units outstanding as Securities Purchase Agreement. The partial Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein pursuant to the contrary, terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the extent that the registration cure of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Sharesan Event.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Buyers the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC on or before the Scheduled Effective Dateby its Effectiveness Deadline, or if (iv) after the effectiveness, a Registration Statement has been declared ceases for any reason to remain continuously effective by as to all Registrable Securities for which it is required to be effective, or the SEC, sales canHolders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than thirty (30) consecutive calendar days or more than an aggregate of forty (40) calendar days during any twelve (12) month period (which need not be made pursuant consecutive calendar days) (any such failure or breach being referred to the Registration Statement (whether because of a failure to keep the Registration Statement effectiveas an “Event”), failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages in addition to any holder other rights the holders of Registrable Securities by reason the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of any each such delay in or reduction of its ability to sell Event date (if the underlying shares of Common Stock (which remedy applicable Event shall not be exclusive of any other remedies at law or in equity)have been cured by such date) until the applicable Event is cured, the Company will shall pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either and not as a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand thereforepenalty, equal to two percent (2%) of the liquidated value of aggregate purchase price paid by such holder pursuant to the Units outstanding as Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein to the contrary, to the extent that the registration of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority under this Agreement with respect to Rule 415 under the 1933 Act any Warrants or Warrant Shares and the Company has registered at such time (2) the maximum number aggregate Liquidated Damages payable to a holder of Registrable Convertible Debentures under this Agreement shall be twenty-four percent (24%) of the aggregate Purchase Price paid by such holder pursuant to the Securities permissible upon consultation with Purchase Agreement. The partial Liquidated Damages pursuant to the SEC, then terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the liquidated damages described herein shall not be applicable to such Non-Registered Sharescure of an Event.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC on or before the Scheduled Effective Dateby its Effectiveness Deadline, or if (iv) after the effectiveness, a Registration Statement has been declared ceases for any reason to remain continuously effective by as to all Registrable Securities for which it is required to be effective, or the SEC, sales canHolders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be made pursuant consecutive calendar days) (any such failure or breach being referred to the Registration Statement (whether because of a failure to keep the Registration Statement effectiveas an “Event”), failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages in addition to any holder other rights the holders of Registrable Securities by reason the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of any each such delay in or reduction of its ability to sell Event date (if the underlying shares of Common Stock (which remedy applicable Event shall not be exclusive of any other remedies at law or in equity)have been cured by such date) until the applicable Event is cured, the Company will shall pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either and not as a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand thereforepenalty, equal to two 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be fifteen percent (215%) of the liquidated value of aggregate Purchase Price paid by such holder pursuant to the Units outstanding as Securities Purchase Agreement. The partial Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein pursuant to the contrary, terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the extent that the registration cure of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Sharesan Event.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the Registration Statement is not filed by the Scheduled Filing Deadline or is not declared effective by the SEC on or before the Scheduled Effective Date, or if after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies at law or in equity), the Company will pay as liquidated damages (the “"Liquidated Damages”") to the holder, at the holder’s 's option, either a ------------------- cash amount or shares of the Company’s 's Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value of the Units Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein The Company and the Investor hereby agree that no Liquidated Damages shall be owed to the contrary, to Investor in the extent that event the registration of any or all of the Registrable Securities by the Company on a registration statement Registration Statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken not declared effective by the SEC pursuant to its authority with respect to Rule 415 under on or before the 1933 Act and Scheduled Effective Date, provided that the Company has registered at been diligent and used its best efforts in working to have such time the maximum number of Registrable Securities permissible upon consultation with Registration Statement declared effective by the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Shares.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the Registration Statement is not filed with the SEC by the Scheduled Filing Deadline or is not declared effective by the SEC on or before the Scheduled Effective Date, or if after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies at law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value of the Units Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein to the contrary, to the extent that the registration of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Shares. The Liquidated Damages payable hereunder shall not be required provided that: (a) the Registration Statement is filed by the Scheduled Filing Deadline, (b) the Company is current in its cash payments to the Investor and (c) when shares of Common Stock are being issued to Investor in lieu of cash (as agreed by the Investor), the Company is able to and does deliver to Investor shares of Common Stock that are freely transferable by the Investor.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC on or before the Scheduled Effective Dateby its Effectiveness Deadline, or if (iv) after the effectiveness, a Registration Statement has been declared ceases for any reason to remain continuously effective by as to all Registrable Securities for which it is required to be effective, or the SEC, sales canHolders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 45 consecutive calendar days or more than an aggregate of 60 calendar days during any 12-month period (which need not be made pursuant consecutive calendar days) (any such failure or breach being referred to the Registration Statement (whether because of a failure to keep the Registration Statement effectiveas an “Event”), failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages in addition to any holder other rights the holders of Registrable Securities by reason the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of any each such delay in or reduction of its ability to sell Event date (if the underlying shares of Common Stock (which remedy applicable Event shall not be exclusive of any other remedies at law or in equity)have been cured by such date) until the applicable Event is cured, the Company will shall pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either and not as a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand thereforepenalty, equal to two 1.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four percent (212%) of the liquidated value of aggregate Purchase Price paid by such holder pursuant to the Units outstanding as Securities Purchase Agreement. The partial Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein pursuant to the contrary, terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the extent that the registration cure of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Sharesan Event.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC on or before the Scheduled Effective Dateby its Effectiveness Deadline, or if (iv) after the effectiveness, a Registration Statement has been declared ceases for any reason to remain continuously effective by as to all Registrable Securities for which it is required to be effective, or the SEC, sales canHolders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be made pursuant consecutive calendar days) (any such failure or breach being referred to the Registration Statement (whether because of a failure to keep the Registration Statement effectiveas an “Event”), failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages in addition to any holder other rights the holders of Registrable Securities by reason the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of any each such delay in or reduction of its ability to sell Event date (if the underlying shares of Common Stock (which remedy applicable Event shall not be exclusive of any other remedies at law or in equity)have been cured by such date) until the applicable Event is cured, the Company will shall pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either and not as a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand thereforepenalty, equal to two 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twelve percent (212%) of the liquidated value of aggregate Purchase Price paid by such holder pursuant to the Units outstanding as Securities Purchase Agreement. The partial Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein pursuant to the contrary, terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the extent that the registration cure of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Sharesan Event.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC on or before the Scheduled Effective Dateby its Effectiveness Deadline, or if (iv) after the effectiveness, a Registration Statement has been declared ceases for any reason to remain continuously effective by as to all Registrable Securities for which it is required to be effective, or the SEC, sales canHolders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be made consecutive calendar days) (any such failure or breach being referred to as an "Event"), then in addition to any other rights the holders of the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages ("Liquidated Damages") and not as a penalty, equal to 1.0% of the aggregate purchase price paid by such holder pursuant to the Registration Statement Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (whether because of a failure to keep 1) the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy Company shall not be exclusive liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of any other remedies at law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to two Convertible Debentures under this Agreement shall be twenty-four percent (224%) of the liquidated value of aggregate Purchase Price paid by such holder pursuant to the Units outstanding as Securities Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for each thirty (30) day period (or any part thereof) after portion of a month prior to the Scheduled Filing Deadline or the Scheduled Effective Date as the case may becure of an Event. Notwithstanding anything herein to the contrary, to the extent that the registration of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein in this Section 2(b) shall not be applicable to such Non-Registered Shares. The Company's failure to meet the Filing Date and Effective Date as they relate to any Subsequent Registration Statements shall subject it to all liquidated damage provisions set forth in this Section 2(b).

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC on or before the Scheduled Effective Dateby its Effectiveness Deadline, or if (iv) after the effectiveness, a Registration Statement has been declared ceases for any reason to remain continuously effective by as to all Registrable Securities for which it is required to be effective, or the SEC, sales canHolders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be made pursuant consecutive calendar days) (any such failure or breach being referred to the Registration Statement (whether because of a failure to keep the Registration Statement effectiveas an “Event”), failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages in addition to any holder other rights the holders of Registrable Securities by reason the Convertible Debenture may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of any each such delay in or reduction of its ability to sell Event date (if the underlying shares of Common Stock (which remedy applicable Event shall not be exclusive of any other remedies at law or in equity)have been cured by such date) until the applicable Event is cured, the Company will shall pay to each holder of Convertible Debenture an amount in cash, as partial liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either and not as a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand thereforepenalty, equal to two 2.0% of the aggregate purchase price paid by such holder pursuant to the Note and Warrant Purchase Agreement for any Convertible Debenture then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Default Warrant or Default Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debenture under this Agreement shall be twelve percent (212%) of the liquidated value of aggregate Purchase Price paid by such holder pursuant to the Units outstanding as Note and Warrant Purchase Agreement. The partial Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein pursuant to the contrary, terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the extent that the registration cure of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Sharesan Event.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the Registration Statement is not declared effective by the SEC on or before the Scheduled Effective Date, or if after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies at law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value of the Units Debentures outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein to the contrary, to the extent that the registration of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Shares.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the Registration Statement is not filed by the Scheduled Filing Deadline or is not declared effective by the SEC on or before the Scheduled Effective Date, or if after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise otherwise) then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies at law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”"LIQUIDATED DAMAGES") to the holder, at the holder’s 's option, either a cash amount or shares of the Company’s 's Common Stock within three (3) business days, after demand therefore, in an amount equal to two percent (2%) of the liquidated value of the Units outstanding as Liquidated Damages Convertible Debentures held by such holder for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or Deadline, the Scheduled Effective Date Date, or the first date that sales cannot be made pursuant to the Registration Statement, as the case may be. Notwithstanding anything herein to , which shall be paid within three (3) business days after the contrary, expiration of each thirty (30) day period; PROVIDED that (i) in no event shall the Liquidated Damages exceed 20% of the aggregate face amount of the Convertible Debentures and (ii) no Liquidated Damages shall be payable in the form of Common Stock to the extent that the registration of any Total Transaction Shares issued shall be equal to or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Shares.greater

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the Registration Statement is not filed by the Scheduled Filing Deadline or is not declared effective by the SEC on or before the Scheduled Effective Date, or if after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise otherwise) then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies at law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value of the Units Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein to the contrary, in no event shall the Liquidated Damages exceed twenty-four percent (24%) of the face value of the Convertible Debentures. (the "Registration Delay Payments Cap"). Any amount in excess of the Registration Delay Payments Cap (the "Excess Registration Delay Payments") shall cause the Conversion Price (as that term is defined in the Convertible Debentures) of the Convertible Debentures to be lowered by an amount equal to the extent that the registration of any or all quotient of the Registrable Securities amount of such Excess Registration Delay Payments divided by the Company on a registration statement is prohibited (then outstanding amount of the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered SharesConvertible Debentures.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the Registration Statement is not filed by the Scheduled Filing Deadline or is not declared effective by the SEC on or before the Scheduled Effective Date, as the direct result of the Company’s failure to use its best efforts under Section 2(b) above, or if after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement as the direct result of the Company’s failure to use its best efforts under Section 2(b) above (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, Statement or failure to register sufficient shares of Common Stock or otherwise the Registrable Securities) then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies at law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value of the Units Convertible Debentures held by the holder outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein to the contrary, to the extent that the registration of any or all in no event shall Liquidated Damages exceed twenty percent (20%) of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Sharesaggregate Purchase Price for all Investors.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the If: (i) a Registration Statement is not filed on or prior to its Filing Deadline (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC on or before the Scheduled Effective Dateby its Effectiveness Deadline, or if (iv) after the effectiveness, a Registration Statement has been declared ceases for any reason to remain continuously effective by as to all Registrable Securities for which it is required to be effective, or the SEC, sales canHolders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be made consecutive calendar days) (any such failure or breach being referred to as an "Event"), then in addition to any other rights the holders of the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages ("Liquidated Damages") and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such holder pursuant to the Registration Statement Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (whether because of a failure to keep 1) the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy Company shall not be exclusive liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of any other remedies at law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to two Convertible Debentures under this Agreement shall be twenty-four percent (224%) of the liquidated value of aggregate Purchase Price paid by such holder pursuant to the Units outstanding as Securities Purchase Agreement. The partial Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein pursuant to the contrary, terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the extent that the registration cure of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Sharesan Event.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the Initial Registration Statement is not filed by the Scheduled Filing Deadline or is not declared effective by the SEC on or before the Scheduled Effective Date, or if after the Initial Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Initial Registration Statement (whether because of a failure to keep the Initial Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Initial Registration Statement, failure to register sufficient shares of Common Stock Shares or otherwise then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock Shares (which remedy shall not be exclusive of any other remedies at law or in equity), subject to the terms of the Subordination Agreement, the Company will pay as liquidated damages (the “Liquidated Damages”) to the holderInvestor, at the holderInvestor’s option, either a cash amount or shares of the Company’s Common Stock Shares within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated principal value of the Units Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein Total Liquidated Damages paid, however, shall not exceed an amount equal to fifteen percent (15%) of the outstanding principal amount of the Convertible Debentures. The Company shall not be liable, however, to pay any Liquidated Damages if the Initial Registration Statement has not been declared effective prior to the contrary, Scheduled Effective Date exclusively due to the extent that the registration of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken issues raised by the SEC pursuant to its authority with respect related to Rule 415 promulgated under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered SharesAct.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC on or before the Scheduled Effective Dateby its Effectiveness Deadline, or if (iv) after the effectiveness, a Registration Statement has been declared ceases for any reason to remain continuously effective by as to all Registrable Securities for which it is required to be effective, or the SEC, sales canHolders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 60 calendar days during any 12-month period (which need not be made pursuant consecutive calendar days) (any such failure or breach being referred to the Registration Statement (whether because of a failure to keep the Registration Statement effectiveas an “Event”), failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages in addition to any holder other rights the holders of Registrable Securities by reason the Convertible Debenture may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of any each such delay in or reduction of its ability to sell Event date (if the underlying shares of Common Stock (which remedy applicable Event shall not be exclusive of any other remedies at law or in equity)have been cured by such date) until the applicable Event is cured, the Company will shall pay to each holder of Convertible Debenture an amount in cash, as partial liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either and not as a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand thereforepenalty, equal to two 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for the Convertible Debenture then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debenture under this Agreement shall be twenty-four percent (224%) of the liquidated value of aggregate Purchase Price paid by such holder pursuant to the Units outstanding as Securities Purchase Agreement. The partial Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein pursuant to the contrary, terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the extent that the registration cure of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Sharesan Event.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the Registration Statement is not filed by the Scheduled Filing Deadline or is not declared effective by the SEC on or before the Scheduled Effective DateDeadline, or if after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise in addition to filing a new registration statement or post effective amendment within thirty (30) calendar days of determining that there are insufficient shares of Common Stock registered), then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies at law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value Liquidation Amount (as defined in the Certificate of the Units Designation of Series A Convertible Preferred Shares) outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) thereof after the Scheduled Filing Deadline or the Scheduled Effective Date Deadline as the case may be. Notwithstanding anything herein Any Liquidated Damages payable hereunder shall not limit, prohibit or preclude the Investors from seeking any other remedy available to it under contract, at law or in equity. The Company shall pay the contrary, to Investors the extent that the registration of any or all Liquidated Damages within three (3) business days of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered SharesInvestors making written demand.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC on or before the Scheduled Effective Dateby its Effectiveness Deadline, or if (iv) after the effectiveness, a Registration Statement has been declared ceases for any reason to remain continuously effective by as to all Registrable Securities for which it is required to be effective, or the SEC, sales canHolders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be made pursuant consecutive calendar days) (any such failure or breach being referred to the Registration Statement (whether because of a failure to keep the Registration Statement effectiveas an “Event”), failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages in addition to any holder other rights the holders of Registrable Securities by reason the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of any each such delay in or reduction of its ability to sell Event date (if the underlying shares of Common Stock (which remedy applicable Event shall not be exclusive of any other remedies at law or in equity)have been cured by such date) until the applicable Event is cured, the Company will shall pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either and not as a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand thereforepenalty, equal to two 1.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twelve percent (212%) of the liquidated value of aggregate Purchase Price paid by such holder pursuant to the Units outstanding as Securities Purchase Agreement. The partial Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein pursuant to the contrary, terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the extent that the registration cure of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Sharesan Event.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC on or before the Scheduled Effective Dateby its Effectiveness Deadline, or if (iv) after the effectiveness, a Registration Statement has been declared ceases for any reason to remain continuously effective by as to all Registrable Securities for which it is required to be effective, or the SEC, sales canHolders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be made pursuant consecutive calendar days) (any such failure or breach being referred to the Registration Statement (whether because of a failure to keep the Registration Statement effectiveas an “Event”), failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages in addition to any holder other rights the holders of Registrable Securities by reason the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of any each such delay in or reduction of its ability to sell Event date (if the underlying shares of Common Stock (which remedy applicable Event shall not be exclusive of any other remedies at law or in equity)have been cured by such date) until the applicable Event is cured, the Company will shall pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either and not as a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand thereforepenalty, equal to two 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be forty-eight percent (248%) of the liquidated value of aggregate Purchase Price paid by such holder pursuant to the Units outstanding as Securities Purchase Agreement. The partial Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein pursuant to the contrary, terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the extent that the registration cure of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Sharesan Event.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC on or before the Scheduled Effective Dateby its Effectiveness Deadline, or if (iv) after the effectiveness, a Registration Statement has been declared ceases for any reason to remain continuously effective by as to all Registrable Securities for which it is required to be effective, or the SEC, sales canHolders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be made pursuant consecutive calendar days) (any such failure or breach being referred to the Registration Statement (whether because of a failure to keep the Registration Statement effectiveas an “Event”), failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages in addition to any holder other rights the holders of Registrable Securities by reason the Convertible Notes may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of any each such delay in or reduction of its ability to sell Event date (if the underlying shares of Common Stock (which remedy applicable Event shall not be exclusive of any other remedies at law or in equity)have been cured by such date) until the applicable Event is cured, the Company will shall pay to each holder of Convertible Notes an amount in cash, as partial liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either and not as a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand thereforepenalty, equal to two 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Notes then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Notes under this Agreement shall be fifteen percent (215%) of the liquidated value of aggregate Purchase Price paid by such holder pursuant to the Units outstanding as Securities Purchase Agreement. The partial Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein pursuant to the contrary, terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the extent that the registration cure of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Sharesan Event.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the Registration Statement is not filed by the Scheduled Filing Deadline or is not declared effective by the SEC on or before the Scheduled Effective Date, or if after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise , then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies at law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value of the Units Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. The Liquidated Damages shall be capped at a total of fifteen percent (15%) of the principal amount of the Convertible Debentures. Notwithstanding anything herein the foregoing, in no event shall the Company be required to pay any Liquidated Damages in the event that the failure to be declared effective on the requisite date results in whole or in part from either (a) the failure of any Investor to provide information relating to the contrary, Investor and its proposed method of sale or any other information concerning the Investor that is required by the Securities and Exchange Commission to the extent that be included in the registration of statement or (b) any delays resulting from questions or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken issues raised by the SEC pursuant to its authority with respect or any other regulatory agency, market or exchange concerning any Investor (or the affiliates of any Investor) or relating to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Shares.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC on or before the Scheduled Effective Dateby its Effectiveness Deadline, or if (iv) after the effectiveness, a Registration Statement has been declared ceases for any reason to remain continuously effective by as to all Registrable Securities for which it is required to be effective, or the SEC, sales canHolders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be made pursuant consecutive calendar days) (any such failure or breach being referred to the Registration Statement (whether because of a failure to keep the Registration Statement effectiveas an “Event”), failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages in addition to any holder other rights the holders of Registrable Securities by reason the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of any each such delay in or reduction of its ability to sell Event date (if the underlying shares of Common Stock (which remedy applicable Event shall not be exclusive of any other remedies at law or in equity)have been cured by such date) until the applicable Event is cured, the Company will shall pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either and not as a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand thereforepenalty, equal to two 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares or if the failure that would otherwise give rise to Liquidated Damages results from (x) delays arising from actions of the Holders, (y) the need for information about the Holders that is not provided in a timely manner or (z) the manner in which the transactions contemplated by the Transaction Documents (as defined in the Securities Purchase Agreement) are structured and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be eighteen percent (218%) of the liquidated value aggregate Purchase Price paid by such holder pursuant to the Securities Purchase Agreement. The partial 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. No Liquidated Damages shall be due for any period of time (i) where the Buyer has failed to timely provide information required to be provided for the Registration Statement or (i) from the date the SEC has provided written comments that the terms of the Units outstanding as transaction are non-compliant with Commission guidelines for similar transactions under interpretations of Rule 415 promulgated under the Securities Act or other Commission rules or requires the Registration Statement to be withdrawn until the date such Registration Statement is refiled. In addition, no Liquidated Damages for each thirty (30) day period (will apply to any Registrable Securities that are required to be removed or are voluntarily removed from any part thereof) after Registration Statement to satisfy Commission guidelines or to remove any impediment to an “at the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein to the contrary, to the extent that the registration of any or all market” offering of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered SharesSecurities.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC on or before the Scheduled Effective Dateby its Effectiveness Deadline, or if (iv) after the effectiveness, a Registration Statement has been declared ceases for any reason to remain continuously effective by as to the SECRequired Registration Amount for which it is required to be effective, sales canor the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Required Registration Amount for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be made consecutive calendar days) (any such failure or breach being referred to as an "Event"), then in addition to any other rights the holders of the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages ("Liquidated Damages") and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such holder pursuant to the Registration Statement Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (whether because of a failure to keep 1) the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy Company shall not be exclusive liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of any other remedies at law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to two Convertible Debentures under this Agreement shall be twenty-four percent (224%) of the liquidated value of aggregate Purchase Price paid by such holder pursuant to the Units outstanding as Securities Purchase Agreement. The partial Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein pursuant to the contrary, terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the extent that the registration cure of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Sharesan Event.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the If: (i) a Registration Statement is not filed on or prior to its Filing Deadline (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC on or before the Scheduled Effective Dateby its Effectiveness Deadline, or if (iv) after the effectiveness, a Registration Statement has been declared ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective (other than as permitted by Section 3(r) hereof), or the SEC, sales canHolders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be made pursuant consecutive calendar days) (any such failure or breach being referred to the Registration Statement (whether because of a failure to keep the Registration Statement effectiveas an “Event”), failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages in addition to any holder other rights the holders of Registrable Securities by reason the Shares may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of any each such delay in or reduction of its ability to sell Event date (if the underlying shares of Common Stock (which remedy applicable Event shall not be exclusive of any other remedies at law or in equity)have been cured by such date) until the applicable Event is cured, the Company will shall pay to each holder of Shares an amount in cash, as partial liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either and not as a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand thereforepenalty, equal to two percent (2%) 1.0% of the liquidated value of the Units outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein aggregate purchase price paid by such holder pursuant to the contrarySecurities Purchase Agreement for any Shares then held by such holder; provided, to however, that in the extent that event the registration of any or Commission does not permit all of the Registrable Securities to be included in the Registration Statement because of its application of Rule 415, Liquidated Damages payable pursuant to this Section 2(b) shall be payable by the Company based on a registration statement is prohibited (1.0% of the “Non-Registered Shares”) as a result amount of rules, regulations, positions or releases issued or actions taken the holder’s purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Shares then held by such holder that corresponds to the number of such holder’s Registrable Securities permitted to be registered by the SEC Commission in such Registration Statement pursuant to its authority Rule 415. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to Rule 415 under the 1933 Act any Warrants or Warrant Shares and the Company has registered at such time (2) the maximum number aggregate Liquidated Damages payable to a holder of Registrable Shares under this Agreement shall be twelve percent (12%) of the aggregate Purchase Price paid by such holder pursuant to the Securities permissible upon consultation Purchase Agreement. The partial 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. Notwithstanding any other provision of this Section 2(b), in the event that two or more Events are occurring simultaneously during any period, in no event will Liquidated Damages be payable to any Buyer with the SEC, then the liquidated damages described herein shall not be applicable respect to more than one Event during such Non-Registered Sharesperiod.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC on or before the Scheduled Effective Dateby its Effectiveness Deadline, or if (iv) after the effectiveness, a Registration Statement has been declared ceases for any reason to remain continuously effective by as to all Registrable Securities for which it is required to be effective, or the SEC, sales canHolders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be made pursuant consecutive calendar days) (any such failure or breach being referred to the Registration Statement (whether because of a failure to keep the Registration Statement effectiveas an “Event”), failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages in addition to any holder other rights the holders of Registrable Securities by reason the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of any each such delay in or reduction of its ability to sell Event date (if the underlying shares of Common Stock (which remedy applicable Event shall not be exclusive of any other remedies at law or in equity)have been cured by such date) until the applicable Event is cured, the Company will shall pay as liquidated damages (the “Liquidated Damages”) to the holdereach holder of Convertible Debentures, at the holderCompany’s option, either a an amount in cash amount or shares of the Company’s Common Stock within three Stock, as partial liquidated damages (3“Liquidated Damages”) business days, after demand thereforeand not as a penalty, equal to two 1.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twelve percent (212%) of the liquidated value of aggregate Purchase Price paid by such holder pursuant to the Units outstanding as Securities Purchase Agreement. The partial Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein pursuant to the contrary, terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the extent that the registration cure of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Sharesan Event.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the Initial Registration Statement is not filed by the Scheduled Filing Deadline or is not declared effective by the SEC on or before the Scheduled Effective Date, or if after the Initial Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Initial Registration Statement (whether because of a failure to keep the Initial Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Initial Registration Statement, failure to register sufficient shares of Common Stock Shares or otherwise then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock Shares (which remedy shall not be exclusive of any other remedies at law or in equity), subject to the terms of the Subordination Agreement, the Company will pay as liquidated damages (the “Liquidated Damages”) to the holderInvestors, at the holder’s Investors’ option, either a cash amount or shares of the Company’s Common Stock Shares within three (3) business days, after demand thereforetherefor, equal to two percent (2%) of the liquidated principal value of the Units Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein Total Liquidated Damages paid, however, shall not exceed an amount equal to fifteen percent (15%) of the outstanding principal amount of the Convertible Debentures. The Company shall not be liable, however, to pay any Liquidated Damages if the Initial Registration Statement has not been declared effective prior to the contrary, Scheduled Effective Date exclusively due to the extent that the registration of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken issues raised by the SEC pursuant to its authority with respect related to Rule 415 promulgated under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered SharesAct.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the Registration Statement is not filed by the Scheduled Filing Deadline or is not declared effective by the SEC on or before the Scheduled Effective Date, or the Company fails to file an Amendment to the Registration Statement, if necessary, by the Amendment Deadline, or if after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies at law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”"LIQUIDATED DAMAGES") to the holderInvestor, at the holder’s Investor's option, either a cash amount or shares of the Company’s 's Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value of the Units Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein If paid in the form of Common Stock, the amount of stock to be issued will be calculated as follows: the contrary, to the extent that the registration of any or all value of the Registrable Securities by stock shall be the Company Closing Bid Price of the Company's Common Stock on a registration statement the date the Liquidated Damages payment is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Sharesdemanded.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the If: (i) a Registration Statement is not filed on or prior to its Filing Deadline or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC on or before the Scheduled Effective Dateby its Effectiveness Deadline, or if (iv) after the effectiveness, a Registration Statement has been declared ceases for any reason to remain continuously effective by as to all Registrable Securities for which it is required to be effective, or the SEC, sales canBuyers are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be made pursuant consecutive calendar days) (any such failure or breach being referred to as an “Event”), then in addition to any other rights the Registration Statement holders of the Junior Debentures may have hereunder or under applicable law, on each monthly anniversary of each such Event date (whether because if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each holder of a failure to keep Junior Debentures an amount in cash or, at the Registration Statement effectiveoption of the Company, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient in shares of Common Stock or otherwise then of the Company valued at the 10 day VWAP preceding the due date for payment as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies at law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either and not as a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand thereforepenalty, equal to two the pro-rata portion of 1.0% of the aggregate purchase price paid by such holder pursuant to the Additional Securities Purchase Agreement for any Junior Debentures then held by such holder for which a registration statement is then required to have been filed or declared effective. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable under this Agreement for all instances in which Liquidated Damages shall be payable, regardless of the cause, shall be six percent (26%) of the liquidated value of the Units outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein aggregate Purchase Price paid by such holder pursuant to the contrary, Additional Securities Purchase Agreement for securities required to the extent that the registration of any or all of the Registrable Securities by the Company on be in a registration statement is prohibited (at the “Non-Registered Shares”) as a result time of rules, regulations, positions or releases issued or actions taken by the SEC calculation. The partial Liquidated Damages pursuant to its authority with respect the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number cure of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Sharesan Event.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC on or before the Scheduled Effective Dateby its Effectiveness Deadline, or if (iii) after the effectiveness, a Registration Statement has been declared ceases for any reason to remain continuously effective by as to all Registrable Securities for which it is required to be effective, or the SEC, sales canHolders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be made pursuant consecutive calendar days) (any such failure or breach being referred to the Registration Statement (whether because of a failure to keep the Registration Statement effectiveas an “Event”), failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages in addition to any holder other rights the holders of Registrable Securities by reason the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of any each such delay in or reduction of its ability to sell Event date (if the underlying shares of Common Stock (which remedy applicable Event shall not be exclusive of any other remedies at law or in equity)have been cured by such date) until the applicable Event is cured, the Company will shall pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either and not as a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand thereforepenalty, equal to two 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four percent (224%) of the liquidated value of aggregate Purchase Price paid by such holder pursuant to the Units outstanding as Securities Purchase Agreement. The partial Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein pursuant to the contrary, terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the extent that the registration cure of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Sharesan Event.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the Registration Statement is not filed by the Scheduled Filing Deadline or is not declared effective by the SEC on or before the Scheduled Effective Date, or if after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise , then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies at law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value of the Units Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein the foregoing, in no event shall the Company be required to pay any Liquidated Damages in the event that the failure to be declared effective on the requisite date results in whole or in part from either (a) the failure of any Investor to provide information relating to the contrary, Investor and its proposed method of sale or any other information concerning the Investor that is required by the Securities and Exchange Commission to the extent that be included in the registration of statement or (b) any delays resulting from questions or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken issues raised by the SEC pursuant to its authority with respect or any other regulatory agency, market or exchange concerning any Investor (or the affiliates of any Investor) or relating to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Shares.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the Registration Statement is not filed by the Scheduled Filing Deadline or is not declared effective by the SEC on or before the Scheduled Effective DateDeadline, or if after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise in addition to filing a new registration statement or post effective amendment within thirty (30) calendar days of determining that there are insufficient shares of Common Stock registered), then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies at law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value Liquidation Amount (as defined in the Certificate of the Units Designation of Series E Preferred Shares) outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) thereof after the Scheduled Filing Deadline or the Scheduled Effective Date Deadline as the case may be. Notwithstanding anything herein Any Liquidated Damages payable hereunder shall not limit, prohibit or preclude the Investor from seeking any other remedy available to it under contract, at law or in equity. The Company shall pay the contrary, to Investor the extent that the registration of any or all Liquidated Damages within three (3) business days of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered SharesInvestor making written demand.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC on or before the Scheduled Effective Dateby its Effectiveness Deadline, or if (iv) after the effectiveness, a Registration Statement has been declared ceases for any reason to remain continuously effective by as to all Registrable Securities for which it is required to be effective, or the SEC, sales canHolders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be made pursuant consecutive calendar days) (any such failure or breach being referred to the Registration Statement (whether because of a failure to keep the Registration Statement effectiveas an “Event”), failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages in addition to any holder other rights the holders of Registrable Securities by reason the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of any each such delay in or reduction of its ability to sell Event date (if the underlying shares of Common Stock (which remedy applicable Event shall not be exclusive of any other remedies at law or in equity)have been cured by such date) until the applicable Event is cured, the Company will shall pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either and not as a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand thereforepenalty, equal to two 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be twenty-four percent (224%) of the liquidated value of aggregate Purchase Price paid by such holder pursuant to the Units outstanding as Securities Purchase Agreement. The partial Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein pursuant to the contrary, terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the extent that the registration cure of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Sharesan Event.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC on or before the Scheduled Effective Dateby its Effectiveness Deadline, or if (iv) after the effectiveness, a Registration Statement has been declared ceases for any reason to remain continuously effective by as to all Registrable Securities for which it is required to be effective, or the SEC, sales canHolders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be made pursuant consecutive calendar days) (any such failure or breach being referred to the Registration Statement (whether because of a failure to keep the Registration Statement effectiveas an “Event”), failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages in addition to any holder other rights the holders of Registrable Securities by reason the Convertible Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of any each such delay in or reduction of its ability to sell Event date (if the underlying shares of Common Stock (which remedy applicable Event shall not be exclusive of any other remedies at law or in equity)have been cured by such date) until the applicable Event is cured, the Company will shall pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either and not as a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand thereforepenalty, equal to two 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures then held by such holder. The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this Agreement shall be forty eight percent (248%) of the liquidated value of aggregate Purchase Price paid by such holder pursuant to the Units outstanding as Securities Purchase Agreement. The partial Liquidated Damages for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Notwithstanding anything herein pursuant to the contrary, terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the extent that the registration cure of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered Sharesan Event.

Failure to File or Obtain Effectiveness of the Registration Statement. In the event the Registration Statement is not filed by the Scheduled Filing Deadline or is not declared effective by the SEC on or before the Scheduled Effective DateDeadline, or if after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise in addition to filing a new registration statement or post effective amendment within thirty (30) calendar days of determining that there are insufficient shares of Common Stock registered), then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies at law or in equity), the Company will pay as liquidated damages (the “"Liquidated Damages”") to the holder, at the holder’s 's option, either a cash amount or shares of the Company’s 's Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value Liquidation Amount (as defined in the Certificate of the Units Designation of Series B Convertible Preferred Stock) outstanding as Liquidated Damages for each thirty (30) day period (or any part thereof) thereof after the Scheduled Filing Deadline or the Scheduled Effective Date Deadline as the case may be. Notwithstanding anything herein Any Liquidated Damages payable hereunder shall not limit, prohibit or preclude the Investor from seeking any other remedy available to it under contract, at law or in equity. The Company shall pay the contrary, to Investor the extent that the registration of any or all Liquidated Damages within three (3) business days of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described herein shall not be applicable to such Non-Registered SharesInvestor making written demand.