Common use of Failure to File Registration Statement and Other Events Clause in Contracts

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the Nasdaq SmallCap Market or other exchange for any reason for more than three Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (v) and (vii) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five day period is exceeded, or for purposes of clause (iii) after more than fifteen Business Days, or for purposes of clause (iv) the date on which such three Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 2% for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold from the Event Date until the applicable Event is cured. Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. If the Holder elects to be paid in shares of Common Stock, the number of such shares of Common Stock shall be based on the liquidated damage amount divided by the Conversion Rate (as defined in the Note).

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2(a) hereof, or (ivE) the Company has breached its covenants contained in Section 3(n) of this Agreement, and has failed or refused to cure such breach, or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the Nasdaq SmallCap Market NASDAQ (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause clauses (iiC) and (F) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (iv) the date on which such three Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to two percent (2% %) of the amount of the Holder’s initial investment in the Units for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to be made time to any Holder pursuant to this Section 7(e) shall be due exceed an aggregate of ten percent (10%) of the amount of the Holder’s initial investment in the Units; and payable immediately upon demand provided, further, that in immediately available funds. If the Holder elects event the Commission does not permit all of the Registrable Securities to be paid included in shares the Registration Statement because of Common Stockits application of Rule 415, liquidated damages payable pursuant to this Section shall only be payable by the Company based on the portion of the Holder’s initial investment in the Units that corresponds to the number of such shares of Common Stock Holder’s Registrable Securities permitted to be registered by the Commission in such Registration Statement pursuant to Rule 415. For further clarification, the parties understand that no liquidated damages shall be based payable pursuant to this Section with respect to any Registrable Securities that the Company is not permitted to include on such Registration Statement due to the Commission’s application of Rule 415. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the liquidated damage amount divided second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Conversion Rate Company pursuant to this Section 7(d) shall be payable on the Event Date and the first (as defined 1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damages be payable with respect to the Note)Warrants or the Warrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Purchaser agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n) hereof, or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the Nasdaq SmallCap Market principal exchange or other exchange market on which the Common Stock is then traded for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "“Event," ” and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day (5) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "an “Event Date"”), then and only then, the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 2% one percent (1.0%) of the Face Value of the Preferred Shares then held by such Holder on such Event Date and one-half percent (0.5%) of the Face Value of the Preferred Shares then held by such Holder for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of six percent (6.0%) of the Face Value of the Preferred Shares then held by such Holder. Payments Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be made deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. If the Holder elects to be paid in shares of Common Stock, the number of such shares of Common Stock shall be based on the liquidated damage amount divided by first (1st) Business Day of each thirty (30)-day period following the Conversion Rate (as defined in the Note)Event Date.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately promptly by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the Nasdaq SmallCap Market or other exchange OTC Bulletin Board for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen Business Days, or for purposes of clause (ivF) the date on which such three Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 2% for each per calendar month or portion thereof of the principal amount of Holder's initial investment in the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold from the Event Date until the applicable Event is cured; provided, that, liquidated damages for each calendar month shall be payable at the Purchaser's option in cash or shares of Common Stock. Payments Notwithstanding anything to be made the contrary in this paragraph (e), if (i) any of the Events described in clauses (A), (B) or (C) shall have occurred, (II) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or suspension permitted pursuant to this such Section 7(e3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be due and payable immediately upon demand in immediately available fundsdeemed instead to occur on the second Business Day following the termination of such postponement or suspension. If the Holder Company elects to be paid pay in shares of Common Stock, the number of such shares of Common Stock to be issued to the Holders pursuant to this paragraph (e) shall be based on the liquidated damage amount divided by the Conversion Rate volume weighted average price of the Common Stock for the ten (as defined in 10) trading days prior to such Event Date and shall be issuable promptly upon receipt by the Note)Company of a written demand from a Holder made on or after the Event Date.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2(a) hereof, and has failed or refused to cure such breach, or (ivE) the Company has breached its covenants contained in Section 3(n) of this Agreement, or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the Nasdaq SmallCap Market NASDAQ (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause clauses (iiC) and (F) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (iv) the date on which such three Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to two percent (2% %) of the amount of the Holder’s initial investment in the Units for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to be made time to any Holder pursuant to this Section 7(e) shall be due exceed an aggregate of ten percent (10%) of the amount of the Holder’s initial investment in the Units; and payable immediately upon demand provided, further, that in immediately available funds. If the Holder elects event the Commission does not permit all of the Registrable Securities to be paid included in shares the Registration Statement because of Common Stockits application of Rule 415, liquidated damages payable pursuant to this Section shall only be payable by the Company based on the portion of the Holder’s initial investment in the Units that corresponds to the number of such shares of Common Stock Holder’s Registrable Securities permitted to be registered by the Commission in such Registration Statement pursuant to Rule 415. For further clarification, the parties understand that no liquidated damages shall be based payable pursuant to this Section with respect to any Registrable Securities that the Company is not permitted to include on such Registration Statement due to the Commission’s application of Rule 415. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the liquidated damage amount divided second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Conversion Rate Company pursuant to this Section 7(d) shall be payable on the Event Date and the first (as defined 1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damages be payable with respect to the NoteWarrants or the Warrant Shares. 申报登记申请表失败和其他事件。公司和购买人同意，如果登记申请表未能在申报日或申报日之前申报，并且未在生效日被证监会认定生效，并且在有效期内以本协议预计的方式维持，或发生其他时间，则持有人将承担损失。公司和持有人进一步同意精确查明损失的程度是不可行的。因此，如果（A）未能在申报日或申报日之前申报，或（B）证监会未在生效日或生效日之前认定登记申请表有效，或（C）在证监会（书面或口头，取较早的）通知公司其将不审阅或将不继续审阅登记申请表的三（3）个工作日之内，公司未能依据证券法下的461规则向证监会递交加速生效的要求，或（D）登记申请表被及时申报并被证监会认定生效，但针对所有可登记证券在有效期内失效，且不存在依第二节(a)已向证监会申报并被认定生效的随后登记申请表; 并且未能或拒绝采取补救措施，或（E）公司违反了本协议第三节（n）中的承诺，或（F）普通股的交易被暂停或普通股不再被报价或从NASDAQ（或其他主要的普通股交易的交易所）下市的总时间超过三（3）个工作日（任何此类为完成之事或违约总称为“时间”。（A）（B）中此类事件的发生日，（C）（F）中三（3）个工作日过后之日，（D）中十五（15）个工作日过后之日都被称为“事件发生日”），从事件发生日到事件结束期间的每个日历月或时段，公司应向各持有人支付现金违约赔偿金，金额相当于持有人对投资单位首次投资额的2%/每个日历月，而不满一个日历月的截止到违约事件被补救之时的天数按比例计算。但是，任何时候或时间段应付违约赔偿金的总数额不得超过持有人对各单位首次投资额的10%；但是，假如因适用415规则的原因，公司不允许在登记申请表中包含所有的可登记证券，此节中应付的违约赔偿金和公司需支付的违约赔偿金的比例需与持有人对各单位的首次投资额和依据415规则已在证监会注册的持有人的可登记证券数额的比例相吻合。进一步阐明，当事方同意对于因证监会适用415规则而未能包括在登记申请表中的可登记证券，不存在违约赔偿金。除与本节(e)相冲突之外，如果（a）发生了(A)., (B), (C), (D) 或 (F)中所描述的任何事件，（b）在相应的事件发生日或事件发生日之前，公司应行使本协议第三节（n）中的权利，并且（c）若第三节（n）所允许的延迟或暂停在此相应的事件发生日依然生效，则相应的事件发生日应被视为此延迟或暂停结束后的第二个工作日。依据第七节（d）公司应付的违约赔偿金应在事件发生日以及此事件发生日之后每三十（30）天之后的第一个工作日支付。除与本节相冲突外，无需支付针对期权或期权股的违约赔偿金。

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or delisted from the Nasdaq SmallCap Market OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 2% one percent (1%) of the amount of the Holder’s initial investment in the Common Stock for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to be made time to any Holder pursuant to this Section 7(e) exceed an aggregate of ten percent (10%) of the amount of the Holder’s initial investment in the Common Stock. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be due and payable immediately upon demand in immediately available funds. If deemed instead to occur on the Holder elects to be paid in shares of Common Stock, second Business Day following the number termination of such shares of Common Stock postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(d) shall be based payable on the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damage amount divided by damages be payable with respect to the Conversion Rate (as defined in Warrant or the Note)Warrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2(a) hereof, or (ivE) the Company has breached Section 3(n) of this Agreement, or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the Nasdaq SmallCap Market OTCQB (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) consecutive Business Days or twelve (12) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended aggregate for any reasontwelve month period, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) (any such failure or breach being referred to as an "“Event," ” and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause clauses (iiC) and (F) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (iv) the date on which such three Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "“Event Date"”), then the Company shall pay, at the option of the Holder, an amount in cash or shares of Common Stock, as liquidated damages pay to each Holder for liquidated damages an amount of cash equal to 2% for each calendar month or portion thereof of the principal amount product of (i) the number of Registrable Securities and (ii) the Closing Sale Price or Closing Bid Price as of the Notes held by such Holder plus the principal amount of any Notes that have been converted trading day immediately prior to the extent any of the Conversion Shares issued upon Event Date, such conversion have not been sold from payments to be made on the Event Date and every thirty (30) day anniversary thereafter with a maximum penalty of 12% until the applicable Event is cured. Payments ; provided, however, that in the event the Commission does not permit all of the Registrable Securities to be made included in the Registration Statement because of its application of Rule 415, liquidated damages payable pursuant to this Section 7(e) shall only be due and payable immediately upon demand by the Company based on the portion of the Holder’s initial investment in immediately available funds. If the Holder elects Securities that corresponds to be paid in shares of Common Stock, the number of such shares of Common Stock Holder’s Registrable Securities permitted to be registered by the Commission in such Registration Statement pursuant to Rule 415. For further clarification, the parties understand that no liquidated damages shall be based payable pursuant to this Section with respect to any Registrable Securities that the Company is not permitted to include on such Registration Statement due to the Commission’s application of Rule 415. In addition, no liquidated damages shall be payable with respect to Registrable Securities that may be sold pursuant to Rule 144. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the liquidated damage amount divided second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Conversion Rate Company pursuant to this Section 7(f) shall be payable on the Event Date and the first (as defined 1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damages be payable with respect to the Note)Warrants or the Warrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur, as more fully set forth below. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately promptly by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the Nasdaq SmallCap Market OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 2% two percent (2.0%) of the Holder's initial investment in the Shares for each the first calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold from the Event Date or portion thereof and one percent (1.0%) of the Holder's initial investment in the Shares per calendar month thereafter or portion thereof until the applicable Event is cured. Payments to be made pursuant to ; provided, that, the Company shall not incur liquidated damages under this Section 7(e) following the date that is two (2) years from the date of this Agreement. Notwithstanding anything to the contrary in this paragraph (d), if (I) any of the Events described in clauses (A), (B) or (C) shall have occurred, (II) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be due and payable immediately upon demand in immediately available funds. If deemed instead to occur on the Holder elects to be paid in shares of Common Stock, second Business Day following the number termination of such shares of Common Stock shall be based on the liquidated damage amount divided by the Conversion Rate (as defined in the Note)postponement or suspension.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or delisted from the Nasdaq SmallCap Market OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "“Event," ” and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "“Event Date"”), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 2% one and one-half percent (1.5%) of the amount of the Holder’s initial investment in the Notes for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to be made time to any Holder pursuant to this Section 7(e) exceed an aggregate of ten percent (10%) of the amount of the Holder’s initial investment in the Notes. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be due and payable immediately upon demand in immediately available funds. If deemed instead to occur on the Holder elects to be paid in shares of Common Stock, second Business Day following the number termination of such shares of Common Stock postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(d) shall be based payable on the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damage amount divided by damages be payable with respect to the Conversion Rate (as defined in Warrants or the Note)Warrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holder agree that the Holders Holder will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Required Filing Date and or is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders Holder further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Required Filing Date, or is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 12dl-2 promulgated under the Securities Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective or available as to all Registrable Securities at any time prior to the expiration of for 30 days during the Effectiveness Period, without being succeeded immediately within a reasonable period by a subsequent Registration Statement filed with and declared effective by the Commission, or (iv) the Company suspends the use of the Prospectus forming a part of such Registration Statement for more than thirty (30) days in any period of 365 consecutive days if the Company suspends in reliance on its ability to do so due to the existence of a development that, in the good faith discretion of the Board, makes it appropriate to so suspend or which renders the Company unable to comply with the Commission requirements, or the Company suspends the use of the Prospectus forming a part of such Registration Statement for more than sixty (60) days in any period of 365 consecutive days for any other reason, or (v) during the Effectiveness Period, trading in the Common Stock shall be suspended or if the Common Stock is delisted from the Nasdaq SmallCap Market or other exchange for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, in the Security Agreement, the Purchase Agreement Transaction Documents (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty (30) days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (v) and (vii) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five day period is exceeded, or for purposes of clause (iii) after more than fifteen Business Days, or for purposes of clause (iv) the date on which such three Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, an amount in cash or shares of Common Stock, pay as liquidated damages for such failure or breach and not as a penalty (the "Liquidated Damages") to each the Holder (or to its assignees, as the case may be) an amount equal to two percent (2% %) of the purchase price of the Notes, Warrants and AIRs paid by the initial Holder pursuant to the Purchase Agreement for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of thirty (30) day period, pro rated for any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold from period less than thirty (30) days, following the Event Date until the applicable Event is has been cured. Payments to be made pursuant to this Section 7(e8(d) shall be due and payable immediately upon demand in immediately available fundscash in arrears at the end of each thirty (30) day period. If The parties agree that the Liquidated Damages represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holder elects if the Registration Statement is not filed on or prior to be paid in shares of Common Stock, the number of such shares of Common Stock shall be based on the liquidated damage amount divided Required Filing Date or has not been declared effective by the Conversion Rate (as defined Commission on or prior to the Effectiveness Date and maintained in the Note)manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or delisted from the Nasdaq SmallCap Market OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 2% two percent (2.0%) of the amount of the Holder’s initial investment in the Preferred Stock for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to be made time to any Holder pursuant to this Section 7(e) exceed an aggregate of twenty-four percent (24%) of the amount of the Holder’s initial investment in the Preferred Stock. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be due and payable immediately upon demand in immediately available funds. If deemed instead to occur on the Holder elects to be paid in shares of Common Stock, second Business Day following the number termination of such shares of Common Stock postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(d) shall be based payable on the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damage amount divided by damages be payable with respect to the Conversion Rate (as defined in Warrants or the Note)Warrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2(a) hereof, or (ivE) the Company has breached Section 3(n) of this Agreement, or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the Nasdaq SmallCap Market NASDAQ (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) consecutive Business Days or twelve (12) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended aggregate for any reasontwelve month period, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) (any such failure or breach being referred to as an "“Event," ” and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause clauses (iiC) and (F) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (iv) the date on which such three Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "“Event Date"”), then the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 2% one percent (1%) of the amount of the Holder’s initial investment in the Units for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to be made time to any Holder pursuant to this Section 7(e) shall be due exceed an aggregate of ten percent (10%) of the amount of the Holder’s initial investment in the Units; and payable immediately upon demand provided, further, that in immediately available funds. If the Holder elects event the Commission does not permit all of the Registrable Securities to be paid included in shares the Registration Statement because of Common Stockits application of Rule 415, liquidated damages payable pursuant to this Section shall only be payable by the Company based on the portion of the Holder’s initial investment in the Units that corresponds to the number of such shares of Common Stock Holder’s Registrable Securities permitted to be registered by the Commission in such Registration Statement pursuant to Rule 415. For further clarification, the parties understand that no liquidated damages shall be based payable pursuant to this Section with respect to any Registrable Securities that the Company is not permitted to include on such Registration Statement due to the Commission’s application of Rule 415. In addition, no liquidated damages shall be payable with respect to Registrable Securities that may be sold pursuant to Rule 144. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the liquidated damage amount divided second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Conversion Rate Company pursuant to this Section 7(f) shall be payable on the Event Date and the first (as defined 1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damages be payable with respect to the Note)Warrants or the Warrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date Deadline and maintained in the manner contemplated herein during the Effectiveness Time or if certain other events occurPeriod. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Deadline, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iii) the Registration Statement is not declared effective by the Commission as to all Registrable Securities within one hundred (100) days after the Closing Date, or (iv) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately promptly by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (ivv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the Nasdaq SmallCap Market any securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an “Exchange”), without immediately being listed on any other exchange Exchange, for any reason for more than three one (1) Business Days in the aggregateDay, or (v) the conversion rights of the Holders are suspended for any reasonother than pursuant to Section 3(n), or (vi) the Company breaches in a material respect exercise rights of the Holders under the Warrants are suspended for any covenant or other material term or condition to this Agreement, reason without the Security Agreement, consent of the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Companyparticular Holder, or (vii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "“Event," and for purposes of clauses (i”), (v) then as liquidated damages for such failure or breach and (vii) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five day period is exceeded, or for purposes of clause (iii) after more than fifteen Business Days, or for purposes of clause (iv) the date on which such three Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to not as "Event Date")a penalty, the Company shall pay, at issue to the option Holder each month during the continuance of the Holder, an amount in cash or such Event (pro rated for any partial month) a number of shares of Common Stock, as liquidated damages to each Holder Stock equal to 22.5% for each calendar month or portion thereof of the principal amount number of the Notes held shares of Common Stock purchased by such Holder plus the principal amount of any Notes that have been converted Purchaser pursuant to the extent any of the Conversion Shares issued upon such conversion have not been sold from the Event Date Purchase Agreement until the applicable Event has been cured; provided that such liquidated damages shall not be payable to any Holder other than Sigma Opportunity Fund, LLC and its permitted assigns. The parties agree that such payment represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is curednot filed on or prior to Filing Deadline and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred. Payments Notwithstanding the foregoing, the Company shall remain obligated to be made pursuant to this Section 7(e) shall be due cure the breach or correct the condition that caused the Event, and payable immediately upon demand in immediately available funds. If the Holder elects shall have the right to be paid in shares of Common Stock, the number of take any action necessary or desirable to enforce such shares of Common Stock shall be based on the liquidated damage amount divided by the Conversion Rate (as defined in the Note)obligation.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the a Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and or any Additional Filing Date, as applicable, or after notice from the Holders, as set forth in Section 2(b) hereto, and, in each case, not declared effective by the Commission on or prior to the date that is thirty (30) days following the applicable Effectiveness Date and maintained in the manner contemplated herein during the applicable Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the a Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, any Additional Filing Date or after notice from the Holders, as set forth in Section 2(b) hereof, or (B) a Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the applicable Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the any Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the Nasdaq SmallCap Market OTC Bulletin Board (or other principal exchange on which the Common Stock is listed or traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "“Event," ” and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "“Event Date"”), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 2% one and one-half percent (1.5%) of the amount of the Holder’s initial investment in the Preferred Stock for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to be made time to any Holder pursuant to this Section 7(e) exceed an aggregate of fifteen percent (15%) of the amount of the aggregate consideration paid by the Holder upon exercise of the Series J Warrant. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be due and payable immediately upon demand in immediately available funds. If deemed instead to occur on the Holder elects to be paid in shares of Common Stock, second Business Day following the number termination of such shares of Common Stock postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(d) shall be based payable on the first (1st) Business Day of each thirty (30) day period following the Event Date. The parties agree that the liquidated damage amount divided damages set forth in this Section 7(e) shall be the exclusive remedy of the parties hereto with respect to the breaches by the Conversion Rate (as defined in the NoteCompany of this Section 7(e).

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree Issuer agrees that the Holders Holder will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company Issuer and the Holders Holder further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company Issuer fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company Issuer is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 11(a) hereof, or (ivE) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the Nasdaq SmallCap Market NYSE Amex (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "“Event," ” and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause clauses (iiC) and (E) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (iv) the date on which such three Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "“Event Date"”), the Company Issuer shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each the Holder equal to 2% one and a half percent (1.5%) of the amount of this Note for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to be made time to any Holder pursuant to this Section 7(e11(d) exceed an aggregate of twenty percent (20%) of the amount of this Note. Liquidated damages payable by the Issuer pursuant to this Section 11(d) shall be due payable on the Event Date and payable immediately upon demand in immediately available fundsthe first (1st) Business Day of each thirty (30) day period following the Event Date. If Notwithstanding the Holder elects foregoing, if the only reason for the failure by the Issuer to file the Registration Statement by the Filing Date or to cause the Registration Statement to be paid declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in shares of Common Stockadvance by the Holder, the number provisions of such shares of Common Stock this Section 11(d) shall not be based on the liquidated damage amount divided by the Conversion Rate (as defined in the Note)applicable.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following 120th day after the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Closing Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from both The Nasdaq Capital Market and the Nasdaq SmallCap Market or other exchange OTC Bulletin Board for any reason for more than three five Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "“Event," ” and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen Business Days, or for purposes of clause (ivF) the date on which such three five Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "“Event Date"”), then the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 23% for each the first calendar month and 1.5% per calendar month thereafter or portion thereof of the principal amount of Holder’s initial investment in the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold from the Event Date (provided that, with respect to the Event described in clause (B), the “first calendar month” shall be deemed to commence on the 30th day prior to the applicable Event Date) until the applicable Event is cured; provided, that, liquidated damages for the first calendar month upon the occurrence of an Event shall be payable in cash only, and for each calendar month thereafter shall be payable at the Company’s option in cash or shares of Common Stock. Payments Notwithstanding anything to be made the contrary in this paragraph (e), if (I) any of the Events described in clauses (A), (B), (C) or (D) shall have occurred, (II) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or suspension permitted pursuant to this such Section 7(e3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be due and payable immediately upon demand in immediately available fundsdeemed instead to occur on the second Business Day following the termination of such postponement or suspension. If the Holder Company elects to be paid pay in shares of Common Stock, the number of such shares of Common Stock to be issued to the Holders pursuant to this paragraph (e) shall be based on the liquidated damage amount divided by the Conversion Rate (as defined in average closing bid price of the Note)Common Stock for the five trading days prior to such Event Date and shall be issuable promptly upon receipt by the Company of a written demand from a Holder made on or after the Event Date.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following 120th day after the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Closing Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the both The Nasdaq SmallCap Market or other exchange and the OTC Bulletin Board for any reason for more than three five Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "“Event," ” and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen Business Days, or for purposes of clause (ivF) the date on which such three Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "“Event Date"”), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 23% for each the first calendar month and 1.5% per calendar month thereafter or portion thereof of the principal amount of Holder’s initial investment in the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold from the Event Date (provided that, with respect to the Event described in clause (B), the “first calendar month” shall be deemed to commence on the 30th day prior to the applicable Event Date) until the applicable Event is cured; provided, that, liquidated damages for the first calendar month upon the occurrence of an Event shall be payable in cash only, and for each calendar month thereafter shall be payable at the Company’s option in cash or shares of Common Stock. Payments Notwithstanding anything to be made the contrary in this paragraph (e), if (i) any of the Events described in clauses (A), (B) or (C) shall have occurred, (II) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or suspension permitted pursuant to this such Section 7(e3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be due and payable immediately upon demand in immediately available fundsdeemed instead to occur on the second Business Day following the termination of such postponement or suspension. If the Holder Company elects to be paid pay in shares of Common Stock, the number of such shares of Common Stock to be issued to the Holders pursuant to this paragraph (e) shall be based on the liquidated damage amount divided by the Conversion Rate (as defined in average closing bid price of the Note)Common Stock for the five trading days prior to such Event Date and shall be issuable promptly upon receipt by the Company of a written demand from a Holder made on or after the Event Date.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty one hundred twenty (30120) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Closing Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the Nasdaq SmallCap Market OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "“Event," ” and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "“Event Date"”), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 2% two percent (2.0%) of the amount of the Holder’s initial investment in the Notes for each the first calendar month or portion thereof and one percent (1.0%) of the principal amount of the Holder’s initial investment in the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold per calendar month or portion thereof thereafter from the Event Date (provided that, with respect to the Event described in clause (B), the “first calendar month” shall be deemed to commence on the thirtieth (30th) day prior to the applicable Event Date) until the applicable Event is cured. Payments Notwithstanding anything to be made the contrary in this paragraph (e), if (i) any of the Events described in clauses (A), (B) or (C) shall have occurred, (ii) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (iii) the postponement or suspension permitted pursuant to this such Section 7(e3(n) shall be due and payable immediately upon demand in immediately available funds. If the Holder elects to be paid in shares of Common Stock, the number remain effective as of such shares of Common Stock applicable Event Date, then the applicable Event Date shall be based deemed instead to occur on the liquidated damage amount divided by second Business Day following the Conversion Rate (as defined in the Note)termination of such postponement or suspension.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the any Registration Statement is not filed on or prior to the date that is thirty (30) days following the applicable Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the applicable Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n) hereof, or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or delisted from the Nasdaq SmallCap Market OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "“Event," ” and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "“Event Date"”), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to two percent (2% %) of the amount of the Holder’s initial investment in the Common Stock and Warrants pursuant to the Purchase Agreement for each calendar month thirty (30)-day period or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to be made time to any Holder pursuant to this Section 7(e) exceed an aggregate of twenty percent (20%) of the amount of the Holder’s initial investment in the Common Stock. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be due and payable immediately upon demand in immediately available funds. If deemed instead to occur on the Holder elects to be paid in shares of Common Stock, second Business Day following the number termination of such shares of Common Stock postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(d) shall be based payable on the first (1st) Business Day of each thirty (30)-day period following the Event Date in cash. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damage amount divided damages be payable with respect to the delay caused solely due to a Rule 415 comment by the Conversion Rate (as defined in the Note)Commission.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Purchaser agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 22(a)), or (iiB) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 12dl-2 promulgated under the Securities Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiC) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivD) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board or The Nasdaq SmallCap Small-Cap Market or other exchange for any reason for more than three Business Days in the aggregate, or (vE) the conversion rights of the Holders are suspended for any reasonreason except as a result of Section 5(a)(iii) of the Certificate of Designation, or (viF) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security AgreementCertificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (viiG) the Company has breached Section 3(n) (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (vA) and (viiE) the date on which such Event occurs, or for purposes of clause (iiB) the date on which such five day period is exceeded, or for purposes of clause (iiiC) after more than fifteen Business Days, or for purposes of clause (ivD) the date on which such three Business Day period is exceeded, or for clause (viF) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 1% for the first calendar month and 2% for each per calendar month thereafter or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold from the Event Date until the applicable Event is cured. Payments to be made pursuant to this Section 7(e7(e)(i) shall be due and payable immediately upon demand in immediately available funds. If the Holder elects to be paid in shares of Common Stock, the number of such shares of Common Stock shall be based on the liquidated damage amount divided by the Conversion Rate (as defined in the Note).

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the a Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and or any Additional Filing Date, as applicable, or after notice from the Holders, as set forth in Section 2(b) hereto or Section 2A(b) hereto, and, in each case, not declared effective by the Commission on or prior to the date that is thirty (30) days following the applicable Effectiveness Date and maintained in the manner contemplated herein during the applicable Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the a Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, any Additional Filing Date or after notice from the Holders, as set forth in Section 2(b) hereof or Section 2A(b) hereof, or (B) a Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the applicable Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the any Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the Nasdaq SmallCap Market OTC Bulletin Board (or other principal exchange on which the Common Stock is listed or traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "“Event," ” and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "“Event Date"”), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 2% one and one-half percent (1.5%) of the amount of the Holder’s initial investment in the Preferred Stock for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to be made time to any Holder pursuant to this Section 7(e) exceed an aggregate of fifteen percent (15%) of the amount of the Holder’s initial investment in the Preferred Stock; and provided, further, that notwithstanding the foregoing, in the event the Commission does not permit all of the Registrable Securities to be included in a Registration Statement because of its application of Rule 415, no liquidated damages shall be due payable pursuant to this Section by the Company with respect to any Registrable Securities that the Company was not permitted to include on such Registration Statement and provided further, that notwithstanding the foregoing, no liquidated damages shall be payable immediately with respect to the occurrence of an Event described in clauses (A) and (B) above for any Warrant Shares other than the Warrant Shares issuable upon demand exercise of the Series J Warrant. Notwithstanding anything to the contrary in immediately available funds. If this paragraph (e), if (a) any of the Holder elects Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to be paid in shares of Common Stockthe applicable Event Date, the number Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such shares of Common Stock applicable Event Date, then the applicable Event Date shall be based deemed instead to occur on the liquidated damage amount divided second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Conversion Rate Company pursuant to this Section 7(d) shall be payable on the first (as defined 1st) Business Day of each thirty (30) day period following the Event Date. The parties agree that the liquidated damages set forth in this Section 7(e) shall be the Noteexclusive remedy of the parties hereto with respect to the breaches by the Company of this Section 7(e).

Failure to File Registration Statement and Other Events. The Company and the Purchasers Purchaser agree that the Holders Holder will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders Holder further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with within the time periods set forth in Section 22(a)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 12dl-2 promulgated under the Securities Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the Nasdaq SmallCap Market or other exchange OTC Bulletin Board for any reason for more than three Business Days ninety (90) days in the aggregate, or (v) the conversion rights of the Holders Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security AgreementCertificate of Designations, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (v) and (vii) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five day period is exceeded, or for purposes of clause (iii) after more than fifteen Business Days, or for purposes of clause (iv) the date on which such three Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, an amount pay in cash or shares of Common Stock, as liquidated damages for such failure and not as a penalty to each the Holder an amount equal to 2% of the Purchase Price paid by the Holder for all Preferred Stock and Warrants purchased and then outstanding pursuant to the Purchase Agreement for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold from the Event Date thirty (30) day period until the applicable Event is has been cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. If The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holder elects if the Registration Statement is not filed on or prior to be paid in shares of Common Stock, the number of such shares of Common Stock shall be based on the liquidated damage amount divided Filing Date or has not been declared effective by the Conversion Rate (as defined Commission on or prior to the Effectiveness Date and maintained in the Note)manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2), or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately promptly by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2 hereof, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from or no longer quoted on the Nasdaq SmallCap Market OTC Bulletin Board (or other principal exchange on which the Common Stock is listed or traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to two percent (2% %) for each calendar month or portion thereof (prorated for shorter periods) of the principal amount of Holder’s initial investment in the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold Preferred Stock from the Event Date until the applicable Event is cured; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of twenty percent (20%) of the amount of the Holder’s initial investment in the Preferred Stock. Payments The Company shall not be liable for liquidated damages under this Agreement as to any Registrable Securities which are not permitted by the Commission to be made included in a Registration Statement because of its application of Rule 415 until such time as the provisions of this Agreement as to the Registration Statements required to be filed pursuant to Section 2(b) are triggered, in which case the provisions of this Section 7(e) shall once again apply, if applicable. In such case, the liquidated damages shall be calculated to only apply to the percentage of Registrable Securities which are permitted by the Commission to be included in the Registration Statement. Notwithstanding anything to the contrary in this paragraph (e), if (i) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (II) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. If the Holder elects to be paid in shares of Common Stock, the number of such shares of Common Stock shall be based on the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damage amount divided by damages be payable with respect to the Conversion Rate (as defined in Warrants or the Note)Warrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2), or (iiB) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiC) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately promptly by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivD) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the The Nasdaq SmallCap National Market or other exchange for any reason for more than three Business Days in the aggregate, or (vE) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (viiF) the Company has breached Section 3(n) (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (vA) and (viiE) the date on which such Event occurs, or for purposes of clause (iiB) the date on which such five day period is exceeded, or for purposes of clause (iiiC) after more than fifteen Business Days, or for purposes of clause (ivD) the date on which such three Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 22.5% for each the first calendar month and 1.5% per calendar month thereafter or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold from the Event Date until the applicable Event is cured. Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. If the Holder elects to be paid in shares of Common Stock, the number of such shares of Common Stock shall be based on the liquidated damage amount divided by the Conversion Rate Price (as defined in the NoteNotes).

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or delisted from the Nasdaq SmallCap Market OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 2% one percent (1.0%) of the amount of the Holder’s initial investment in the Preferred Stock for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to be made time to any Holder pursuant to this Section 7(e) exceed an aggregate of ten percent (10%) of the amount of the Holder’s initial investment in the Preferred Stock. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B) or (C) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be due and payable immediately upon demand in immediately available funds. If deemed instead to occur on the Holder elects to be paid in shares of Common Stock, second Business Day following the number termination of such shares of Common Stock postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(d) shall be based payable on the first (1st) business day of each thirty (30) day period following the Event Date. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damage amount divided by damages be payable with respect to the Conversion Rate (as defined in Warrants or the Note)Warrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2(a) hereof, or (ivE) the Company has breached Section 3(n) of this Agreement, or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the Nasdaq SmallCap Market NASDAQ (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) consecutive Business Days or twelve (12) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended aggregate for any reasontwelve month period, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) (any such failure or breach being referred to as an "“Event," ” and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause clauses (iiC) and (F) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (iv) the date on which such three Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "“Event Date"”), then the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 2% one percent (1%) of the amount of the Holder’s initial investment in the Units for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of ten percent (10%) of the amount of the Holder’s initial investment in the Units; and provided, further, that in the event the Commission does not permit all of the Registrable Securities to be made included in the Registration Statement because of its application of Rule 415, liquidated damages payable pursuant to this Section shall only be payable by the Company based on the portion of the Holder’s initial investment in the Units that corresponds to the number of such Holder’s Registrable Securities permitted to be registered by the Commission in such Registration Statement pursuant to Rule 415. For further clarification, the parties understand that no liquidated damages shall be payable pursuant to this Section with respect to any Registrable Securities that the Company is not permitted to include on such Registration Statement due to the Commission’s application of Rule 415. In addition, no liquidated damages shall be payable with respect to Registrable Securities that may be sold pursuant to Rule 144. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. If the Holder elects to be paid in shares of Common Stock, the number of such shares of Common Stock shall be based on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damage amount divided by damages be payable with respect to the Conversion Rate (as defined in Warrants or the Note)Warrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the Nasdaq SmallCap Market OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 2% one and one-half percent (1.5%) of the amount of the Holder’s initial investment in the Notes for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable to be made any Holder pursuant to this Section 7(e7(d) exceed nine percent (9%) of the amount of the Holder’s initial investment in the Notes. Notwithstanding anything to the contrary in this paragraph (e), if (i) any of the Events described in clauses (A), (B) or (C) shall be due and payable immediately upon demand in immediately available funds. If have occurred, (ii) on or prior to the Holder elects to be paid in shares of Common Stockapplicable Event Date, the number Company shall have exercised its rights under Section 3(n) hereof and (iii) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such shares of Common Stock applicable Event Date, then the applicable Event Date shall be based deemed instead to occur on the liquidated damage amount divided by second Business Day following the Conversion Rate (as defined in the Note)termination of such postponement or suspension.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2(a) hereof, or (ivE) the Company has breached Section 3(n) of this Agreement, or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the Nasdaq SmallCap Market NASDAQ (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "“Event," ” and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause clauses (iiC) and (F) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (iv) the date on which such three Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "“Event Date"”), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to two percent (2% %) of the amount of the Holder’s initial investment in the Units for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of ten percent (10%) of the amount of the Holder’s initial investment in the Units; and provided, further, that in the event the Commission does not permit all of the Registrable Securities to be made included in the Registration Statement because of its application of Rule 415, liquidated damages payable pursuant to this Section shall only be payable by the Company based on the portion of the Holder’s initial investment in the Units that corresponds to the number of such Holder’s Registrable Securities permitted to be registered by the Commission in such Registration Statement pursuant to Rule 415. For further clarification, the parties understand that no liquidated damages shall be payable pursuant to this Section with respect to any Registrable Securities that the Company is not permitted to include on such Registration Statement due to the Commission’s application of Rule 415. In addition, no liquidated damages shall be payable with respect to Registrable Securities that may be sold pursuant to Rule 144. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. If the Holder elects to be paid in shares of Common Stock, the number of such shares of Common Stock shall be based on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damage amount divided by damages be payable with respect to the Conversion Rate (as defined in Warrants or the Note)Warrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n) hereof, or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or delisted from the Nasdaq SmallCap Market or other principal exchange on which the Common Stock is then traded for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day (5) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder Holder, payable in cash, equal to 2% sixty thousand dollars ($60,000) for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of three hundred sixty thousand dollars ($360,000); and provided, further, that in the event the Commission does not permit all of the Registrable Securities to be made included in the Registration Statement because of its application of Rule 415, liquidated damages payable pursuant to clause (B) above shall be payable by the Company based on such $60,000 per calendar month or portion thereof multiplied by the fraction having (x) a numerator equal to the number of such Holder’s Registrable Securities permitted to be registered by the Commission pursuant to Rule 415 and (y) a denominator equal to the aggregate number of such Holder’s Registrable Securities. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. If the Holder elects to be paid in shares of Common Stock, the number of such shares of Common Stock shall be based on the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damage amount divided by damages be payable with respect to the Conversion Rate (as defined in Warrants or the Note)Warrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, Date or is not declared effective by the Commission on or prior to the date that is thirty thirtieth (3030th) days Business Day following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiB) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiC) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivD) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the Nasdaq SmallCap Market OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (viE) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty (30) days after written notice thereof to the Company, or (viiF) the Company has breached Section 3(n) (any such failure or breach being referred to as an "“Event," ” and for purposes of clauses (i), (vA) and (viiD) the date on which such Event occurs, or for purposes of clause (iiB) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiC) after more than fifteen (15) Business Days, or for purposes of clause (ivD) the date on which such three (3) Business Day period is exceeded, or for clause (viE) the date on which such thirty (30) day period is exceeded, or for clause (F) the date the Company has breached Section 3(n) hereof, being referred to as "“Event Date"”), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 2% one-point-five percent (1.5%) for each the first calendar month and one percent (1%) per calendar month thereafter or portion thereof of the principal amount of Holder’s initial investment in the Notes held by such Holder plus the principal amount of any Notes that have been converted Shares issued pursuant to the extent any of the Conversion Shares issued upon such conversion have not been sold Purchase Agreement from the Event Date until the earlier of (x) the date when the applicable Event is has been cured, or (y) when the Effectiveness Period ends, which shall be pro rated for such periods less than thirty (30) days (the “Periodic Amount”). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand at the option of the Holders in immediately available fundscash. If The parties agree that the Holder elects to be paid in shares of Common Stock, the number of such shares of Common Stock shall be based Periodic Amount represents a reasonable estimate on the liquidated damage part of the parties, as of the date of this Agreement, of the amount divided of damages that may be incurred by the Conversion Rate (as defined Holders if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the Note)manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2(a) hereof, or (ivE) the Company has breached Section 3(n) of this Agreement, or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the Nasdaq SmallCap Market OTCQX (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) consecutive Business Days or twelve (12) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended aggregate for any reasontwelve month period, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) (any such failure or breach being referred to as an "“Event," ” and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause clauses (iiC) and (F) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (iv) the date on which such three Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "“Event Date"”), then the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 2% one percent (1%) of the amount of the Holder’s initial investment in the Units for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to be made time to any Holder pursuant to this Section 7(e) shall be due exceed an aggregate of ten percent (10%) of the amount of the Holder’s initial investment in the Units; and payable immediately upon demand provided, further, that in immediately available funds. If the Holder elects event the Commission does not permit all of the Registrable Securities to be paid included in shares the Registration Statement because of Common Stockits application of Rule 415, liquidated damages payable pursuant to this Section shall only be payable by the Company based on the portion of the Holder’s initial investment in the Units that corresponds to the number of such shares of Common Stock Holder’s Registrable Securities permitted to be registered by the Commission in such Registration Statement pursuant to Rule 415. For further clarification, the parties understand that no liquidated damages shall be based payable pursuant to this Section with respect to any Registrable Securities that the Company is not permitted to include on such Registration Statement due to the Commission’s application of Rule 415. In addition, no liquidated damages shall be payable with respect to Registrable Securities that may be sold pursuant to Rule 144. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the liquidated damage amount divided second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Conversion Rate Company pursuant to this Section 7(f) shall be payable on the Event Date and the first (as defined 1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damages be payable with respect to the Note)Warrants or the Warrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n) hereof, or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or delisted from the Nasdaq SmallCap Market or other principal exchange on which the Common Stock is then traded for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day (5) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder Holder, payable in cash, equal to 2% two percent (2.0%) of the principal amount of the Notes then held by such Holder for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of twelve percent (12%) of the principal amount of the Notes then held by such Holder ; and provided, further, that in the event the Commission does not permit all of the Registrable Securities to be made included in the Registration Statement because of its application of Rule 415, liquidated damages payable pursuant to clause (B) above shall be payable by the Company based on two percent (2%) of the portion of the principal amount of the Notes then held by such Holder that corresponds to the number of such Holder’s Registrable Securities permitted to be registered by the Commission pursuant to Rule 415. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. If the Holder elects to be paid in shares of Common Stock, the number of such shares of Common Stock shall be based on the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damage amount divided by damages be payable with respect to the Conversion Rate (as defined in Warrants or the Note)Warrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2), or (iiB) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiC) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivD) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the Nasdaq SmallCap Market American Stock Exchange or other exchange the OTC Bulletin Board for any reason for more than three Business Days in the aggregate, or (vE) the conversion rights of the Holders are suspended for any reason, or (viF) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (viiG) the Company has breached Section 3(n) (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (vA) and (viiE) the date on which such Event occurs, or for purposes of clause (iiB) the date on which such five day period is exceeded, or for purposes of clause (iiiC) after more than fifteen Business Days, or for purposes of clause (ivD) the date on which such three Business Day period is exceeded, or for clause (viF) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 2% for each the first calendar month and 3% per calendar month thereafter or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold from the Event Date until the applicable Event is cured. Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. If the Holder elects to be paid in shares of Common Stock, the number of such shares of Common Stock shall be based on the liquidated damage amount divided by the Conversion Rate Price (as defined in the NoteNotes).

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the a Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and or not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the Nasdaq SmallCap Market OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "“Event," ” and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "“Event Date"”), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 2% one and one-half percent (1.5%) of the amount of the Holder’s initial investment in the Preferred Stock for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to be made time to any Holder pursuant to this Section 7(e) exceed an aggregate of fifteen percent (15%) of the amount of the Holder’s initial investment in the Preferred Stock. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be due and payable immediately upon demand in immediately available funds. If deemed instead to occur on the Holder elects to be paid in shares of Common Stock, second Business Day following the number termination of such shares of Common Stock postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(d) shall be based payable on the liquidated damage amount divided by first (1st) Business Day of each thirty (30) day period following the Conversion Rate (as defined in the Note)Event Date.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and the Company does not declared effective by respond to comments from the Commission on or prior to within 14 days of the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time receipt thereof or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or is not declared effective by (B) the Company fails to respond to comments from the Commission on or prior any registration statement filed pursuant to this Agreement within 14 days after the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number receipt of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)such comments, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the Nasdaq SmallCap Market OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "“Event," ” and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "“Event Date"”), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 2% one and one-half percent (1.5%) of the amount of the Holder’s initial investment in the Preferred Shares and Warrants for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable to be made any Holder pursuant to this Section 7(e7(d) exceed eighteen percent (18%) of the amount of the Holder’s initial investment in the Preferred Shares and Warrants. Notwithstanding anything to the contrary in this paragraph (e), if (i) any of the Events shall have occurred, (ii) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (iii) the postponement or suspension permitted pursuant to such Section 3(n) shall be due and payable immediately upon demand in immediately available funds. If the Holder elects to be paid in shares of Common Stock, the number remain effective as of such shares of Common Stock applicable Event Date, then the applicable Event Date shall be based deemed instead to occur on the liquidated damage amount divided by second Business Day following the Conversion Rate (as defined in the Note)termination of such postponement or suspension.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the a Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and/or the Demand Filing Date, as applicable, and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and/or the Demand Effectiveness Date, as applicable and maintained in the manner contemplated herein during the Effectiveness Time Period and/or the Demand Effectiveness Period, as applicable, or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the applicable Registration Statement is not filed on or prior to the date that is thirty (30) days following Filing Date and/or the Demand Filing Date, as applicable, or (B) the applicable Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in and/or the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Demand Effectiveness Date, as applicable, or (iiC) the Company fails to respond in writing to any and all comments from the Commission within ten (10) Business Days of receipt of such comments or (D) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or is not subject to further review, or (iiiE) the applicable Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all applicable Registrable Securities Securities, as the case may be, at any time prior to the expiration of the Effectiveness Period and/or the Demand Effectiveness Period, as the case may be, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2 hereof, or (ivF) the Company has breached Section 3(n), or (G) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the Nasdaq SmallCap Market OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than three ten (10) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "“Event," ” and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day ten (10) Business Day period is exceeded, or for purposes of clause (iiiD) the date on which such five (5) Business Day period is exceeded, or for purposes of clause (E) after more than fifteen (15) Business Days, or for purposes of clause (ivG) the date on which such three ten (10) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "“Event Date"”), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of registered Common StockStock (at the Company’s sole discretion) to each Holder, as partial liquidated damages to each Holder and not as a penalty, equal to 2% one and a half percent (1.5%) of the amount of the Holder’s initial investment in the Preferred Stock and Warrants for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that (x) if there is a delay in a Registration Statement being declared effective due to be made comments concerning the Merger or the status of the Company prior to consummation of the Merger, the penalties pursuant to this Section 7(eshall be waived until such comments have been satisfied, (y) should any Registrable Securities be freely tradable pursuant to Rule 144, the Company shall have no obligation to pay penalties pursuant to this Section, and (z) in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(c) exceed an aggregate of twelve percent (12%) of the amount of the Holder’s initial investment in the Preferred Stock and Warrants. Notwithstanding anything to the contrary in this paragraph (e), if (i) any of the Events described in clauses (A), (B), (C), (D), (E) or (G) shall have occurred, (ii) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (iii) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the third Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(c) shall be payable on the first (1st) Business Day of each thirty (30) day period following the Event Date. In the event that the Company exercises its right to pay the amounts due and payable immediately upon demand under this Section 7(c) in immediately available funds. If the Holder elects to be paid in shares of registered Common Stock, the number such shares shall be valued in a manner consistent with valuation of such shares in the Purchase Agreement. Notwithstanding the foregoing provisions of this Section 7(c), the Company may not exercise its right to pay the amounts due under this Section 7(c) in registered Common Stock, unless such shares meet all the requirements under this Agreement for transferability set forth in this Agreement applicable to shares of Common Stock shall be based on the liquidated damage amount divided by the Conversion Rate (as defined registered in the Note)accordance with this Agreement.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Investors agree that the Holders will suffer damages if the a Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and or any additional Filing Date, as applicable, or after notice from the Holders, as set forth in Section 1.2(b) hereto, and, in each case, not declared effective by the Commission SEC on or prior to the date that is thirty (30) days following the applicable Effectiveness Date and maintained in the manner contemplated herein during the applicable Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the a Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, any additional Filing Date or after notice from the Holders, as set forth in Section 1.2(b) hereof, or (B) a Registration Statement is not declared effective by the Commission SEC on or prior to the date that is thirty (30) days following the applicable Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the any Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the Nasdaq SmallCap Market OTC Bulletin Board (or other principal exchange on which the Common Stock is listed or traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "“Event," ” and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "“Event Date"”), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 2% one percent (1.0%) of the amount of the Holder’s initial investment in the Units for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to be made time to any Holder pursuant to this Section 7(e3.14 exceed an aggregate of ten percent (10%) of the amount of the Holder’s initial investment in the Units; and provided, further, that notwithstanding the foregoing, in the event the SEC does not permit all of the Registrable Securities to be included in a Registration Statement because of its application of Rule 415, no liquidated damages shall be payable pursuant to this Section by the Company with respect to any Registrable Securities that the Company was not permitted to include on such Registration Statement. Liquidated damages payable by the Company pursuant to this Section 7(d) shall be due and payable immediately upon demand on the first (1st) Business Day of each thirty (30) day period following the Event Date. The parties agree that the liquidated damages set forth in immediately available funds. If the Holder elects to be paid in shares of Common Stock, the number of such shares of Common Stock this Section 3.14 shall be based on the liquidated damage amount divided exclusive remedy of the parties hereto with respect to the breaches by the Conversion Rate (as defined in the Note)Company of this Section 3.14.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, except as set forth in Section 3(n), (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following 120th day after the Effectiveness Closing Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2), or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2 hereof or (E) the Company has breached Sections 3(m) or 3(n), or (ivF) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the Nasdaq SmallCap Market or other exchange OTC Bulletin Board for any reason for more than three five (5) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen twenty Business Days, or for purposes of clause (ivF) the date on which such three five Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, pay an amount as liquidated damages payable at the Company's option of the Holder, an amount in cash or shares of Common Stock, as liquidated damages Stock to each Holder equal to 22.0% for each the first calendar month or portion thereof and 1.0% per calendar month thereafter or portion thereof of the principal amount of Holder's initial investment in the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold Preferred Stock from the Event Date (provided that, with respect to the Event described in clause (B), the "first calendar month" shall be deemed to commence on the 30th day prior to the applicable Event Date), less any amount of Preferred Stock that has been converted by such Holder, until the applicable Event is cured, provided, that, with respect to the Event described in clause (B), the Company shall not be obligated to pay liquidated damages following the one year anniversary of the Closing Date. Payments Notwithstanding anything to be made the contrary in this paragraph (e), if (I) any of the Events described in clauses (A), (B) or (C) shall have occurred, (II) on or prior to the applicable Event Date, the Company shall have exercised its rights under Sections 3(m) or 3(n) hereof and (III) the postponement or suspension permitted pursuant to this Section 7(esuch Sections 3(m) and 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be due and payable immediately upon demand in immediately available fundsdeemed instead to occur on the second Business Day following the termination of such postponement or suspension. If the Holder Company elects to be paid pay liquidated damages in shares of Common Stock, the number of such shares of Common Stock to be issued to the Holders pursuant to this paragraph (e) shall be based on the liquidated damage amount divided by the Conversion Rate (as defined in average closing bid price of the Note)Common Stock for the five trading days prior to such Event Date and shall be issuable promptly upon receipt by the Company of a written demand from a Holder made on or after the Event Date.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2), or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately promptly by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2 hereof, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from or no longer quoted on the Nasdaq SmallCap Market OTC Bulletin Board (or other principal exchange on which the Common Stock is listed or traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to two percent (2% %) for each calendar month or portion thereof (prorated for shorter periods) of the principal amount of Holder’s initial investment in the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold Preferred Stock from the Event Date until the applicable Event is cured; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of twenty percent (20%) of the amount of the Holder’s initial investment in the Preferred Stock. Payments Notwithstanding anything to the contrary in this paragraph (e), if (i) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (II) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be made deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. If the Holder elects to be paid in shares of Common Stock, the number of such shares of Common Stock shall be based on the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damage amount divided by damages be payable with respect to the Conversion Rate (as defined in Warrants or the Note)Warrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Buyers agree that the Holders will suffer damages if the Registration Statement required by Section 2(a) above is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period, or if certain other events occur. The Company and the Holders Buyers further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, subject to the Company's suspension rights as set forth in Section 2(c) hereof, if (i) the a required Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable Warrant Shares exceeds the number of shares of Common Stock initially registered is not filed and declared effective with within the time periods set forth in Section 22(a)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the required Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (iviii) trading in the Common Stock shall be suspended or if the Common Stock is delisted from ceases to be quoted on the Nasdaq SmallCap Market or other exchange OTC Bulletin Board for any reason for more than three Business Days sixty (60) days in the aggregate, aggregate or (viv) the conversion exercise rights of the Holders a Holder are suspended for any reason, or (vi) by the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) (any such circumstance, failure or breach being referred to as an "Event," and for purposes of clauses (i), (v) and (vii) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five day period is exceeded, or for purposes of clause (iii) after more than fifteen Business Days, or for purposes of clause (iv) the date on which such three Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall paypay to each Holder in cash as liquidated damages for such failure, at the option of the Holderand not as a penalty, an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 2% for each calendar month or portion thereof of the original principal amount of the Notes held by issued to such Holder plus for each thirty (30) day period until the applicable Event has been cured, which shall be pro rated for periods of less than thirty (30) days (the "Periodic Amount"). Subject to a Holder's right to add such Periodic Amount on to the principal amount of any Notes that have been converted to a Note (as provided in the extent any of the Conversion Shares issued upon such conversion have not been sold from the Event Date until the applicable Event is cured. Payments Note), payments to be made pursuant to this Section 7(e8(c) shall be due and payable immediately upon demand in immediately available funds. If The parties agree that the Holder elects to be paid in shares of Common Stock, the number of such shares of Common Stock shall be based Periodic Amount represents a reasonable estimate on the liquidated damage part of the parties, as of the date of this Agreement, of the amount divided of damages that may be incurred by a Holder if a Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Conversion Rate (as defined Commission on or prior to the Effectiveness Date and maintained in the Note)manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the a Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and or any Additional Filing Date, as applicable, or after notice from the Holders, as set forth in Section 2(b) hereto or Section 2A(b) hereto, and, in each case, not declared effective by the Commission on or prior to the date that is thirty (30) days following the applicable Effectiveness Date and maintained in the manner contemplated herein during the applicable Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the a Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, any Additional Filing Date or after notice from the Holders, as set forth in Section 2(b) hereof or Section 2A(b) hereof, or (B) a Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the applicable Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the any Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the Nasdaq SmallCap Market OTC Bulletin Board (or other principal exchange on which the Common Stock is listed or traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "“Event," ” and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "“Event Date"”), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 2% one percent (1%) of the amount of the Holder’s initial investment in the Preferred Stock for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to be made time to any Holder pursuant to this Section 7(e) exceed an aggregate of ten percent (10%) of the amount of the Holder’s initial investment in the Preferred Stock; and provided, further, that notwithstanding the foregoing, in the event the Commission does not permit all of the Registrable Securities to be included in a Registration Statement because of its application of Rule 415, no liquidated damages shall be due payable pursuant to this Section by the Company with respect to any Registrable Securities that the Company was not permitted to include on such Registration Statement and provided further, that notwithstanding the foregoing, no liquidated damages shall be payable immediately with respect to the occurrence of an Event set described in clauses (A) and (B) above for any Warrant Shares other than the Warrant Shares issuable upon demand exercise of the Series J Warrant. Notwithstanding anything to the contrary in immediately available funds. If this paragraph (e), if (a) any of the Holder elects Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to be paid in shares of Common Stockthe applicable Event Date, the number Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such shares of Common Stock applicable Event Date, then the applicable Event Date shall be based deemed instead to occur on the liquidated damage amount divided second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Conversion Rate Company pursuant to this Section 7(d) shall be payable on the first (as defined 1st) Business Day of each thirty (30) day period following the Event Date. The parties agree that the liquidated damages set forth in this Section 7(e) shall be the Noteexclusive remedy of the parties hereto with respect to the breaches by the Company of this Section 7(e).

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time or if certain other events described below occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiB) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivC) trading in the Common Stock Company's common stock shall be suspended or if the Common Stock Company's common stock is delisted from the Nasdaq SmallCap Market OTCBB or other exchange for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (viD) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement Transaction Documents (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty (30) days after written notice thereof to the Company, or (viiE) the Company has breached Section 3(n) (any such failure or breach, other than a failure that results from a breach by a Holder of its obligations under the Transaction Documents, being referred to as an "EventEVENT," and for purposes of clauses clause (i), (v) and (viiA) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five day period is exceeded, or for purposes of clause (iiiB) after more than fifteen (15) Business Days, or for purposes of clause (ivC) the date on which such three (3) Business Day period is exceeded, or for clause (viD) the date on which such thirty (30) day period is exceeded, being referred to as "Event DateEVENT DATE"), the Company shall pay, at the option of the Holder, an amount in cash or shares of Common Stockcash, as liquidated damages to each Holder equal to 23% for each the first calendar month and 4% per calendar month thereafter or portion thereof of the principal amount of the Notes held by such Holder plus Holder, which liquidated damages shall be calculated based upon the principal amount actual number of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold days elapsed from the Event Date until the applicable Event is cured. Payments to be made pursuant to this Section 7(e7(d) shall be due and payable immediately upon demand in immediately available funds. If the Holder elects to be paid in shares of Common Stock, the number of such shares of Common Stock shall be based on the liquidated damage amount divided by the Conversion Rate (as defined in the Note).

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty Filing Date other than as a result of (30i) days following the Filing Date, or is not declared effective by the Commission on or prior being unable to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)accept such filings, or (ii) circumstances in which the Company has endeavored in good faith to file the Registration Statement within the time period specified but is unable to make the filing as of the specified date as a result of circumstances beyond the Company's reasonable control, or (B) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiC) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivD) the Company has breached Section 3(n), or (E) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the Nasdaq SmallCap Market OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (iA), (vB) and or (viiE) the date on which such Event occurs, or for purposes of clause three (ii3) the date on which such five day Business Day period is exceeded, or for purposes of clause (iiiC) after more than fifteen (15) Business Days, or for purposes of clause (ivD) the date on which such three five (5) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 2% one and one-half percent (1.5%) of the amount of the Holder's initial investment in the Preferred Stock then held by the Holder for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to be made time to any Holder pursuant to this Section 7(e) exceed an aggregate of twenty percent (20%) of the amount of the Holder's initial investment in the Preferred Stock. Liquidated damages payable by the Company pursuant to this Section 7(d) shall be due and payable immediately upon demand in immediately available funds. If the Holder elects to be paid in shares of Common Stock, the number of such shares of Common Stock shall be based on the liquidated damage amount divided by first (1st) Business Day of each thirty (30) day period following the Conversion Rate (as defined in the Note)Event Date.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2(a) hereof, or (ivE) the Company has breached Section 3(n) of this Agreement, or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the Nasdaq SmallCap Market OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "“Event," ” and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause clauses (iiC) and (F) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (iv) the date on which such three Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "“Event Date"”), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to two percent (2% %) of the amount of the Holder’s initial investment in the Preferred Stock for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to be made time to any Holder pursuant to this Section 7(e) exceed an aggregate of twenty percent (20%) of the amount of the Holder’s initial investment in the Preferred Stock; and provided, further, that in the event the 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 shall be due and payable immediately upon demand by the Company based on two percent (2%) of the portion of the Holder’s initial investment in immediately available funds. If the Holder elects Preferred Stock that corresponds to be paid in shares of Common Stock, the number of such shares Holder’s Registrable Securities permitted to be registered by the Commission in such Registration Statement pursuant to Rule 415. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of Common Stock the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be based deemed instead to occur on the liquidated damage amount divided second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Conversion Rate Company pursuant to this Section 7(d) shall be payable on the first (as defined 1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damages be payable with respect to the Note)Warrants or the Warrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if if, after initial quotation of the Common Stock on the OTC Bulletin Board, the Common Stock is delisted from no longer quoted on the Nasdaq SmallCap Market OTC Bulletin Board (or other listed on another principal exchange on which the Common Stock is traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder in cash equal to 2% one percent (1.0%) for each calendar month or portion thereof (prorated for shorter periods) of the principal amount of Holder's initial investment in the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold Notes, from the Event Date until the applicable Event is cured. Payments Notwithstanding anything to the contrary in this Section 7(d), if (i) any of the Events described in clauses (A), (B), (C) or (D) shall have occurred, (ii) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (iii) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be made deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(e7(d) shall be due and payable immediately upon demand in immediately available funds. If the Holder elects to be paid in shares of Common Stock, the number of such shares of Common Stock shall be based on the liquidated damage amount divided by first (1st) business day of each thirty (30) day period following the Conversion Rate (as defined in the Note)Event Date.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, except as set forth in Section 3(n), (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2 hereof or (E) the Company has breached Section 3(n), or (ivF) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the Nasdaq SmallCap Market or other exchange OTC Bulletin Board for any reason for more than three Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen twenty Business Days, or for purposes of clause (ivF) the date on which such three Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), then the Company shall pay, at the option total number of the Holder, an amount in cash or shares of Common Stock, as liquidated damages to Stock covered by the Registration Statement for each Holder equal to of Registrable Securities shall be increased by two percent (2% %) for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold from the Event Date thereafter until the applicable Event is cured. Payments to be made , provided that the aggregate increase in such shares pursuant to this Section section 7(e) will in no event exceed twenty percent (20%). Notwithstanding anything to the contrary in this paragraph (e), if (I) any of the Events described in clauses (A), (B) or (C) shall have occurred, (II) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be due and payable immediately upon demand in immediately available funds. If deemed instead to occur on the Holder elects to be paid in shares of Common Stock, second Business Day following the number termination of such shares of Common Stock shall be based on the liquidated damage amount divided by the Conversion Rate (as defined in the Note)postponement or suspension.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) the Company fails to make all required periodic filings with the Commission such that the Holders are no longer able to sell the Registrable Securities pursuant to Rule 144, or (G) trading in the Common Stock shall be suspended or if if, after initial quotation of the Common Stock on the OTC Bulletin Board, the Common Stock is delisted from no longer quoted on the Nasdaq SmallCap Market OTC Bulletin Board (or other listed on another principal exchange on which the Common Stock is traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the day after such periodic filing was required to be filed with the Commission (including any extension period), or for purposes of clause (G) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder in cash equal to 2% one and one-half percent (1.5%) for the first calendar month and one percent (1.0%) for each calendar month or portion thereof thereafter (prorated for shorter periods) of the principal amount of Holder’s initial investment in the Notes held by such Holder plus the principal amount of any Notes that have been converted Common Stock issued pursuant to the extent any of Warrant Exchange Agreement and the Conversion Shares Series A-2 Convertible Preferred Stock issued upon such conversion have not been sold pursuant to the Series A-1 Preferred Consent and Exchange Agreement, from the Event Date (provided that, with respect to the Event described in clause (B), the “first calendar month” shall be deemed to commence on the thirtieth (30th) day prior to the applicable Event Date) until the applicable Event is cured. Payments The Company shall not be liable for liquidated damages under this Agreement as to any Registrable Securities which are not permitted by the Commission to be made included in a Registration Statement because of its application of Rule 415 until such time as the provisions of this Agreement as to the Registration Statements required to be filed pursuant to Section 2(b) are triggered, in which case the provisions of this Section 7(e) shall once again apply, if applicable. In such case, the liquidated damages shall be calculated to only apply to the percentage of Registrable Securities which are permitted by the Commission to be included in the Registration Statement. Notwithstanding anything to the contrary in this Section 7(e), if (i) any of the Events described in clauses (A), (B), (C) or (D) shall have occurred, (ii) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (iii) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. If the Holder elects to be paid in shares of Common Stock, the number of such shares of Common Stock shall be based on the liquidated damage amount divided by first (1st) business day of each thirty (30) day period following the Conversion Rate (as defined in the Note)Event Date.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following 135th day after the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Closing Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately promptly by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the Nasdaq SmallCap National Market or other exchange for any reason for more than three Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen Business Days, or for purposes of clause (ivF) the date on which such three Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 23% for each the first calendar month and 1.5% per calendar month thereafter or portion thereof of the principal amount of Holder's initial investment in the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold from the Event Date (provided that, with respect to the Event described in clause (B), the "first calendar month" shall be deemed to commence on the 30th day prior to the applicable Event Date) until the applicable Event is cured; provided, that, liquidated damages for the first calendar month upon the occurrence of an Event shall be payable in cash only, and for each calendar month thereafter shall be payable at the Company's option in cash or shares of Common Stock. Payments Notwithstanding anything to be made the contrary in this paragraph (e), if (i) any of the Events described in clauses (A), (B) or (C) shall have occurred, (II) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or suspension permitted pursuant to this such Section 7(e3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be due and payable immediately upon demand in immediately available fundsdeemed instead to occur on the second Business Day following the termination of such postponement or suspension. If the Holder Company elects to be paid pay in shares of Common Stock, the number of such shares of Common Stock to be issued to the Holders pursuant to this paragraph (e) shall be based on the liquidated damage amount divided by the Conversion Rate (as defined in average closing bid price of the Note)Common Stock for the five trading days prior to such Event Date and shall be issuable promptly upon receipt by the Company of a written demand from a Holder made on or after the Event Date.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2(a) hereof, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the Nasdaq SmallCap Market OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to two percent (2% %) of the amount of the Holder’s initial investment in the Preferred Stock for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to be made time to any Holder pursuant to this Section 7(e) exceed an aggregate of fifteen percent (15%) of the amount of the Holder’s initial investment in the Preferred Stock; and provided, further, that in the event the 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 shall be due and payable immediately upon demand by the Company based on two percent (2%) of the portion of the Holder’s initial investment in immediately available funds. If the Holder elects Preferred Stock that corresponds to be paid in shares of Common Stock, the number of such shares Holder’s Registrable Securities permitted to be registered by the Commission in such Registration Statement pursuant to Rule 415. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of Common Stock the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be based deemed instead to occur on the liquidated damage amount divided second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Conversion Rate Company pursuant to this Section 7(d) shall be payable on the first (as defined 1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damages be payable with respect to the Note)Warrants or the Warrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n) hereof, or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or delisted from the Nasdaq SmallCap Market or other principal exchange on which the Common Stock is then traded for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the pay an amount as liquidated damages to each Holder, an amount payable in cash or shares of Common Stock, as liquidated damages to each Holder at the Company’s sole option, equal to 2% two percent (2.0%) of the amount of the Holder’s initial investment in the Shares for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to be made time to any Holder pursuant to this Section 7(e) exceed an aggregate of fifteen percent (15%) of the amount of the Holder’s initial investment in the Shares; and provided, further, that in the event the 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 clause (B) above shall be due payable by the Company based on two percent (2%) of the portion of the Holder’s initial investment in the Shares that corresponds to the number of such Holder’s Registrable Securities permitted to be registered by the Commission pursuant to Rule 415. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and payable immediately upon demand in immediately available funds(c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. If the Holder Company elects to be paid pay liquidated damages in shares of Common Stock, the number of such shares of Common Stock to be issued to the Holders pursuant to this Section 7(e) shall be based on an amount equal to the quotient of (i) the liquidated damage amount amount, divided by (ii) the Conversion Rate average of the VWAP for the twenty (as defined in 20) trading days immediately preceding such Event Date. Liquidated damages payable by the Note)Company pursuant to this Section 7(e) shall be payable on the first (1st) Business Day of each thirty (30) day period following the Event Date.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiC) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivCommission in accordance with Section 1.2(a) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the Nasdaq SmallCap Market or other exchange for any reason for more than three Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) hereof (any such failure or breach being referred to as an "“Event," ” and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five day period is exceeded, or for purposes of clause (iiiC) after more than fifteen (15) Business Days, or for purposes of clause (iv) the date on which such three Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "“Event Date"”), then the Company shall pay as liquidated damages to all Holders, pro rata according to their respective holdings of Registrable Securities, (i) a one-time aggregate amount of $250,000 in cash, plus (ii) for each thirty (30) day period after such Event Date during which such Event continues, an aggregate amount of cash equal to one percent (1%) of the aggregate principal amount then outstanding under the Note; provided, that no liquidated damages shall be payable with respect to Registrable Securities that may then be sold pursuant to Rule 144. Liquidated damages payable by the Company pursuant to Section 3.6(i) shall be payable on the first Business Day following the Event Date, and liquidated damages payable by the Company pursuant to Section 3.6(ii) shall be payable on the thirtieth (30th) day (or, if such day is not a Business Day, then on the first Business day following) following the Event Date, and on each 30th day thereafter, until such Event is cured. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damages be payable with respect to the Warrants or the Warrant Shares. The foregoing liquidated damages shall be each Holder’s sole and exclusive remedy in respect of any Event. Notwithstanding anything to the contrary in this Section 3.6, if (a) any of the Events described in clauses (A), (B), or (C) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall payhave exercised its rights under Section 1.3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 1.3(n) shall remain effective as of such applicable Event Date, at the option of the Holder, an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 2% for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold from the Event Date until then the applicable Event is cured. Payments to be made pursuant to this Section 7(e) Date shall be due and payable immediately upon demand in immediately available funds. If deemed instead to occur on the Holder elects to be paid in shares of Common Stock, second Business Day following the number termination of such shares of Common Stock shall be based on the liquidated damage amount divided by the Conversion Rate (as defined in the Note)postponement or suspension.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date, and any Additional Registration Statement required under Section 3(o) is not filed at the date that is thirty (30) days following specified for such filing therein and not declared effective within a comparable time period as for the period between the Filing Date and Effectiveness Date Date, and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the Nasdaq SmallCap Market OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "“Event," ” and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "“Event Date"”), the Company shall paypay as a late registration fee to each Holder, at either in cash or Series I Warrants (as determined by dividing the option amount of a late registration fee by the Fixed Conversion Price as defined in the Series C Senior Convertible Note), an amount equal to one and one-half percent (1.5%) of the amount of the Holder, an amount ’s initial investment in cash or shares of Common Stock, as liquidated damages to each Holder equal to 2% the Notes for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of a late registration fee payable to be made any Holder pursuant to this Section 7(e7(d) exceed nine percent (9%) of the amount of the Holder’s initial investment in the Notes. Notwithstanding anything to the contrary in this paragraph (e), if (i) any of the Events described in clauses (A), (B) or (C) shall be due and payable immediately upon demand in immediately available funds. If have occurred, (ii) on or prior to the Holder elects to be paid in shares of Common Stockapplicable Event Date, the number Company shall have exercised its rights under Section 3(n) hereof and (iii) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such shares of Common Stock applicable Event Date, then the applicable Event Date shall be based deemed instead to occur on the liquidated damage amount divided by second Business Day following the Conversion Rate (as defined in the Note)termination of such postponement or suspension.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, ; or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2), Date; or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, ; or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, Commission in accordance with Section 2(a) hereof; or (ivE) the Company has breached Section 3(n) of this Agreement; or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the Nasdaq SmallCap Market OTCQX (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) consecutive Business Days or twelve (12) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended aggregate for any reasontwelve month period, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) (any such failure or breach being referred to as an "“Event," ” and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause clauses (iiC) and (F) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (iv) the date on which such three Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "“Event Date"”), then the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 2% one percent (1%) of the amount of the Holder’s initial investment in the Units for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to be made time to any Holder pursuant to this Section 7(e) shall be due exceed an aggregate of ten percent (10%) of the amount of the Holder’s initial investment in the Units; and payable immediately upon demand provided, further, that in immediately available funds. If the Holder elects event the Commission does not permit all of the Registrable Securities to be paid included in shares the Registration Statement because of Common Stockits application of Rule 415, liquidated damages payable pursuant to this Section shall only be payable by the Company based on the portion of the Holder’s initial investment in the Units that corresponds to the number of such shares of Common Stock Holder’s Registrable Securities permitted to be registered by the Commission in such Registration Statement pursuant to Rule 415. For further clarification, the parties understand that no liquidated damages shall be based payable pursuant to this Section with respect to any Registrable Securities that the Company is not permitted to include on such Registration Statement due to the Commission’s application of Rule 415. In addition, no liquidated damages shall be payable with respect to Registrable Securities that may be sold pursuant to Rule 144. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the liquidated damage amount divided second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Conversion Rate Company pursuant to this Section 7(f) shall be payable on the Event Date and the first (as defined 1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damages be payable with respect to the Note)Warrants or the Warrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2(a) hereof, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the Nasdaq SmallCap Market OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of registered Common StockStock (at the Company’s sole discretion) to each Holder, as partial liquidated damages to each Holder and not as a penalty, equal to two percent (2% %) of the amount of the Holder’s initial investment in the Notes for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that (x) for those certain Registrable Securities not permitted to be made registered by the Commission in any such Registration Statement pursuant to Rule 415, late effectiveness penalties pursuant to this Section shall only be payable on the portion of the Holder’s initial investment in the Notes that corresponds to the number of such Registrable Securities allowed to be registered by the Commission and (y) in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of eighteen percent (18%) of the amount of the Holder’s initial investment in the Preferred Stock. Notwithstanding anything to the contrary in this paragraph (e), if (i) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (ii) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (iii) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(e) shall be payable on the first (1st) Business Day of each thirty (30) day period following the Event Date. In the event that the Company exercises its right to pay the amounts due and payable immediately upon demand under this Section 7 (e) in immediately available funds. If the Holder elects to be paid in shares of registered Common Stock, the number such shares shall be valued in a manner consistent with valuation of such shares in the Note or Certificate of Designations for the Preferred Stock, as the case may be, in connection with payments of shares of Common Stock for interest or dividends thereon. Notwithstanding the foregoing provisions of this Section 7(e), the Company may not exercise its right to pay the amounts due under this Section 7 (e) in registered Common Stock, unless such shares meet all the requirements under this Agreement for transferability set forth in this Agreement applicable to shares of Common Stock registered in accordance with this Agreement. In the event the Commission does not permit all of the Registrable Securities to be included in the Registration Statement because of its application and issuance of comments concerning Rule 415 then the Company shall be based on allowed to respond to such comments within ten (10) calendar days after its receipt and shall be entitled to an additional ten (10) calendar day period to exchange comments with the Commission before any liquidated damage amount divided by damages pursuant to this Section shall occur (each such ten day period, an “Extension”). No more than two (2) Extensions shall be available to the Conversion Rate Company, such that the time before such liquidated damages will be incurred will not exceed one hundred sixty (as defined in 160) days from the Note)Preferred Stock Target Filing Date. Subsequent to any and all Extensions, liquidated damages payable to the Holders shall follow the foregoing provisions.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the Nasdaq SmallCap Market OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "“Event," ” and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "“Event Date"”), the Company shall pay, at the option of the Holder, an amount in cash or shares of Common Stock, pay as liquidated damages to each Holder Holder, either in cash or Series A warrants (as determined by dividing the amount of liquidated damages by the Fixed Conversion Price as defined in the Series A Senior Convertible Note), an amount equal to 2% one and one-half percent (1.5%) of the amount of the Holder’s initial investment in the Notes for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable to be made any Holder pursuant to this Section 7(e7(d) exceed nine percent (9%) of the amount of the Holder’s initial investment in the Notes. Notwithstanding anything to the contrary in this paragraph (e), if (i) any of the Events described in clauses (A), (B) or (C) shall be due and payable immediately upon demand in immediately available funds. If have occurred, (ii) on or prior to the Holder elects to be paid in shares of Common Stockapplicable Event Date, the number Company shall have exercised its rights under Section 3(n) hereof and (iii) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such shares of Common Stock applicable Event Date, then the applicable Event Date shall be based deemed instead to occur on the liquidated damage amount divided by second Business Day following the Conversion Rate (as defined in the Note)termination of such postponement or suspension.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the Nasdaq SmallCap Market OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to two percent (2% %) of the amount of the Holder’s initial investment in the Preferred Stock for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to be made time to any Holder pursuant to this Section 7(e) exceed an aggregate of ten percent (10%) of the amount of the Holder’s initial investment in the Preferred Stock. The Company shall not be liable for liquidated damages under this Agreement as to any Registrable Securities which are not permitted by the Commission to be included in a Registration Statement because of its application of Rule 415 until such time as the provisions of this Agreement as to the Registration Statements required to be filed pursuant to Section 2(b) are triggered, in which case the provisions of this Section 7(e) shall once again apply, if applicable. In such case, the liquidated damages shall be due and payable immediately upon demand in immediately available funds. If calculated to only apply to the Holder elects percentage of Registrable Securities which are permitted by the Commission to be paid included in shares the Registration Statement. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of Common Stockthe Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the number Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such shares of Common Stock applicable Event Date, then the applicable Event Date shall be based deemed instead to occur on the liquidated damage amount divided second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Conversion Rate Company pursuant to this Section 7(d) shall be payable on the first (as defined 1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damages be payable with respect to the Note)Warrants or the Warrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2(a) hereof, and has failed or refused to cure such breach, or (ivE) the Company has breached its covenants contained in Section 3(n) of this Agreement, or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the Nasdaq SmallCap Market NASDAQ (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause clauses (iiC) and (F) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (iv) the date on which such three Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to two percent (2% %) of the amount of the Holder’s initial investment in the Units for each calendar month 30 day period or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to be made time to any Holder pursuant to this Section 7(e) shall be due exceed an aggregate of ten percent (10%) of the amount of the Holder’s initial investment in the Units; and payable immediately upon demand provided, further, that in immediately available funds. If the Holder elects event the Commission does not permit all of the Registrable Securities to be paid included in shares the Registration Statement because of Common Stockits application of Rule 415, liquidated damages payable pursuant to this Section shall only be payable by the Company based on the portion of the Holder’s initial investment in the Units that corresponds to the number of such shares of Common Stock Holder’s Registrable Securities permitted to be registered by the Commission in such Registration Statement pursuant to Rule 415. For further clarification, the parties understand that no liquidated damages shall be based payable pursuant to this Section with respect to any Registrable Securities that the Company is not permitted to include on such Registration Statement due to the Commission’s application of Rule 415. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the liquidated damage amount divided second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Conversion Rate Company pursuant to this Section 7(d) shall be payable on the Event Date and the first (as defined 1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damages be payable with respect to the NoteWarrants or the Warrant Shares. 申报出售注册登记书失败和其他事件。公司和购买人同意，如果出售注册登记书未能在申报日或申报日之前申报，并且未在生效日被证监会认定生效，并且在有效期内以本协议预计的方式维持，或发生其他时间，则持有人将承担损失。公司和持有人进一步同意精确查明损失的程度是不可行的。因此，如果（A）未能在申报日或申报日之前申报，或（B）证监会未在生效日或生效日之前认定出售注册登记书有效，或（C）在证监会（书面或口头，取较早的）通知公司其将不审阅或将不继续审阅出售注册登记书的三（3）个工作日之内，公司未能依据证券法下的461规则向证监会递交加速生效的要求，或（D）出售注册登记书被及时申报并被证监会认定生效，但针对所有可登记证券在有效期内失效，且不存在依第二节(a)已向证监会申报并被认定生效的随后出售注册登记书; 并且未能或拒绝采取补救措施，或（E）公司违反了本协议第三节（n）中的承诺，或（F）普通股的交易被暂停或普通股不再被报价或从NASDAQ（或其他主要的普通股交易的交易所）下市的总时间超过三（3）个工作日（任何此类为完成之事或违约总称为“时间”。（A）（B）中此类事件的发生日，（C）（F）中三（3）个工作日过后之日，（D）中十五（15）个工作日过后之日都被称为“事件发生日”），从事件发生日到事件结束期间的每个日历月或时段，公司应向各持有人支付现金违约赔偿金，金额相当于在每30天内持有人对投资单位首次投资额的2%，而不满30天的截止到违约事件被补救之时的天数按比例计算。但是，任何时候或时间段应付违约赔偿金的总数额不得超过持有人对各单位首次投资额的10%；但是，假如因适用415规则的原因，公司不允许在出售注册登记书中包含所有的可登记证券，此节中应付的违约赔偿金和公司需支付的违约赔偿金的比例需与持有人对各单位的首次投资额和依据415规则已在证监会注册的持有人的可登记证券数额的比例相吻合。进一步阐明，当事方同意对于因证监会适用415规则而未能包括在出售注册登记书中的可登记证券，不存在违约赔偿金。除与本节(e)相冲突之外，如果（a）发生了(A)., (B), (C), (D) 或 (F)中所描述的任何事件，（b）在相应的事件发生日或事件发生日之前，公司应行使本协议第三节（n）中的权利，并且（c）若第三节（n）所允许的延迟或暂停在此相应的事件发生日依然生效，则相应的事件发生日应被视为此延迟或暂停结束后的第二个工作日。依据第七节（d）公司应付的违约赔偿金应在事件发生日以及此事件发生日之后每三十（30）天之后的第一个工作日支付。除与本节相冲突外，无需支付针对期权或期权股的违约赔偿金。

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following 120th day after the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Closing Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” (including, without limitation, any form of “modified” or “limited” review), or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being promptly succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) during the Effectiveness Period, the Company has breached Section 3(n), or (F) during the Effectiveness Period, trading in the Common Stock shall be suspended or if the Common Stock is delisted from the both The Nasdaq SmallCap Market or other exchange and the OTC Bulletin Board for any reason for more than three five Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "“Event," ” and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen Business Days, or for purposes of clause (ivF) the date on which such three five Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "“Event Date"”), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 2% for each calendar month the first thirty (30) day period and 1% per thirty (30) day period thereafter or portion thereof of the principal amount of Holder’s initial investment in the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold from the Event Date (provided that, with respect to the Event described in clause (B), the “first calendar month” shall be deemed to commence on the 30th day prior to the applicable Event Date) until the applicable Event is cured; provided, that, liquidated damages for the first calendar month upon the occurrence of an Event, and for each calendar month thereafter shall be payable in cash only; provided, further, that the Company shall not incur liquidated damages under this Section 7(e) if such Event occurs after the expiration of the Effectiveness Period. Notwithstanding anything to the contrary in this paragraph (e), if (I) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (II) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand at the option of the Holders in immediately available fundscash. If The parties agree that the Holder elects liquidated damages represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to be paid the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in shares of Common Stockthe manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred. Notwithstanding the foregoing, the number Company shall not be obligated to pay liquidated damages for a delay or suspension of such shares effectiveness as a result of Common Stock shall be based on the liquidated damage amount divided by the Conversion Rate (as defined in the Note)Blackout Period.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree agrees that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n) hereof, or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or delisted from the Nasdaq SmallCap Market or other principal exchange on which the Common Stock is then traded for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day (5) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder Holder, payable in cash, equal to 2% two percent (2.0%) of the aggregate stated value of the Preferred Shares then held by such Holder for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of fifteen percent (15%) of the aggregate stated value of the Preferred Shares then held by such Holder; and provided, further, that in the event the Commission does not permit all of the Registrable Securities to be made included in the Registration Statement because of its application of Rule 415, liquidated damages payable pursuant to clause (B) above shall be payable by the Company based on two percent (2%) of the aggregate stated value of the Preferred Shares then held by such Holder that corresponds to the number of such Holder’s Registrable Securities permitted to be registered by the Commission pursuant to Rule 415. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. If the Holder elects to be paid in shares of Common Stock, the number of such shares of Common Stock shall be based on the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damage amount divided by damages be payable with respect to the Conversion Rate (as defined in Warrants or the Note)Warrant Shares.

Failure to File Registration Statement and Other Events. The ------------------------------------------------------- Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time or if certain other events occurPeriod. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with within the time periods set forth in Section 22(a)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 12dl-2 promulgated under the Securities Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the Nasdaq SmallCap Market or other exchange OTC Bulletin Board for any reason for more than three Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement reason (other than a representation or warranty contained therein) or any other agreementin accordance with certain terms of the Certificate of Designation), document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to including by the Company, or (viivi) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (v) and (vii) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five day period is exceeded, or for purposes of clause (iii) after more than fifteen Business Days, or for purposes of clause (iv) the date on which such three Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, an amount pay in cash or shares of Common Stock, as liquidated damages for such ----- failure and not as a penalty to each Holder an amount equal to 2% for each calendar month or portion thereof one percent (1%) of such Holder's pro rata share of the principal amount purchase price paid by all Holders for all shares of the Notes held by such Holder plus the principal amount of any Notes that have been converted Preferred Stock purchased and then outstanding pursuant to the extent any of Purchase Agreement for the Conversion Shares issued upon such conversion have not been sold from the Event Date initial thirty (30) day period until the applicable Event is has been cured, which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for all shares of Preferred Stock and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount"). Payments to be made --------------- pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. If The parties agree that the Holder elects to be paid in shares of Common Stock, the number of such shares of Common Stock shall be based Periodic Amount represents a reasonable estimate on the liquidated damage part of the parties, as of the date of this Agreement, of the amount divided of damages that may be incurred by the Conversion Rate (as defined Holders if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the Note)manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n) hereof, or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or delisted from the Nasdaq SmallCap Market or other principal exchange on which the Common Stock is then traded for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "“Event," ” and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "“Event Date"”), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder Holder, payable in cash or registered shares of Common Stock at the sole option of the Company, equal to 2% one and a half percent (1.5%) of the amount of the Holder’s initial investment in the Preferred Stock for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to be made time to any Holder pursuant to this Section 7(e) exceed an aggregate of twelve percent (12%) of the amount of the Holder’s initial investment in the Preferred Stock; and provided, further, that in the event the Commission does not permit all of the Registrable Securities to be included in the Registration Statement solely because of its application of Rule 415 after the Company has prepared and filed two (2) pre-effective amendments with the Commission, liquidated damages shall be due waived as to the portion of the Holder’s initial investment in the Preferred Stock that corresponds to the number of such Holder’s Registrable Securities not permitted to be registered by the Commission pursuant to Rule 415, during the period that the Commission prevents effectiveness of such number of such Holder’s Registrable Securities. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and payable immediately upon demand in immediately available funds(c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. If the Holder Company elects to be paid pay liquidated damages in registered shares of Common Stock, the number of such shares of Common Stock to be issued to the Holders pursuant to this paragraph (e) shall be based on an amount equal to the quotient of (i) the liquidated damage amount amount, divided by (ii) the Conversion Rate average of the VWAP for the twenty (as defined 20) trading days immediately preceding such Event Date. Liquidated damages payable by the Company pursuant to this Section 7(e) shall be payable on the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damages be payable with respect to the Note)Warrants or the Warrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) three Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately promptly by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the Nasdaq SmallCap Market or other exchange OTC Bulletin Board for any reason for more than three Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "“Event," ” and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five day period is exceeded, or for purposes of clause (iii) after more than fifteen Business Days, or for purposes of clause (ivC) the date on which such three Business Day period is exceeded, or for purposes of clause (viD) after more than fifteen Business Days, or for purposes of clause (F) the date on which such thirty day three Business Day period is exceeded, being referred to as "Event Date"”), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to two percent (2% %) for each calendar month the initial thirty day period (or portion thereof thereof) of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold from the Event Date and one-half of one percent (1/2%) for each thirty (30) day period thereafter or portion thereof until the applicable Event is cured. Payments Notwithstanding anything to be made the contrary in this Section 7(d), if (I) any of the Events described in clauses (A), (B) or (C) shall have occurred, (II) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or suspension permitted pursuant to this such Section 7(e3(n) shall be due and payable immediately upon demand in immediately available funds. If the Holder elects to be paid in shares of Common Stock, the number remain effective as of such shares of Common Stock applicable Event Date, then the applicable Event Date shall be based deemed instead to occur on the liquidated damage amount divided by second (2nd) Business Day following the Conversion Rate (as defined in the Note)termination of such postponement or suspension.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) three Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately promptly by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the Nasdaq SmallCap Market or other exchange OTC Bulletin Board (and not listed on another national stock exchange) for any reason for more than three Business Days in the aggregate, or (v) aggregate after the conversion rights Effectiveness Date and prior to the expiration of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) Effectiveness Period (any such failure or breach being referred to as an "“Event," ” and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five day period is exceeded, or for purposes of clause (iii) after more than fifteen Business Days, or for purposes of clause (ivC) the date on which such three Business Day period is exceeded, or for purposes of clause (viD) after more than fifteen Business Days, or for purposes of clause (F) the date on which such thirty day three Business Day period is exceeded, being referred to as "“Event Date"”), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to two percent (2% %) for each calendar month or portion thereof thirty day period (prorated for periods less than thirty days) of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold from the Event Date until the applicable Event is cured. Payments Notwithstanding anything to be made the contrary in this Section 7(d), if (I) any of the Events described in clauses (A), (B) or (C) shall have occurred, (II) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or suspension permitted pursuant to this such Section 7(e3(n) shall be due and payable immediately upon demand in immediately available funds. If the Holder elects to be paid in shares of Common Stock, the number remain effective as of such shares of Common Stock applicable Event Date, then the applicable Event Date shall be based deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Anything herein to the contrary notwithstanding, in no event shall the Company be liable for any liquidated damage amount divided by damages after the Conversion Rate (as defined in expiration of the Note)Effectiveness Period.

Failure to File Registration Statement and Other Events. The -------------------------------------------------------- Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n) hereof, or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or delisted from the Nasdaq SmallCap Market OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (vA) and (viiB) ----- the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated ----------- damages to each Holder equal to two percent (2% %) of the amount of the Holder's initial investment in the Notes for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, -------- however, that in no event shall the amount of liquidated damages payable at any ------- time and from time to be made time to any Holder pursuant to this Section 7(e) exceed an aggregate of sixteen percent (16%) of the amount of the Holder's initial investment in the Notes. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be due and payable immediately upon demand in immediately available funds. If deemed instead to occur on the Holder elects to be paid in shares of Common Stock, second Business Day following the number termination of such shares of Common Stock postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(d) shall be based payable on the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damage amount divided by damages be payable with respect to the Conversion Rate (as defined in Warrants or the Note)Warrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n) hereof, or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or delisted from the Nasdaq SmallCap Market OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 2% two percent (2.0%) of the amount of the Holder’s initial investment in the Preferred Stock for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to be made time to any Holder pursuant to this Section 7(e) exceed an aggregate of twenty percent (20%) of the amount of the Holder’s initial investment in the Preferred Stock; and provided, further, that in the event the 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 clause (B) above shall be due and payable immediately upon demand by the Company based on two percent (2%) of the portion of the Holder’s initial investment in immediately available funds. If the Holder elects Preferred Stock that corresponds to be paid in shares of Common Stock, the number of such shares Holder’s Registrable Securities permitted to be registered by the Commission pursuant to Rule 415, but are not so registered due to one or more of Common Stock the events specified above in (A) though (F). Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be based deemed instead to occur on the liquidated damage amount divided second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Conversion Rate Company pursuant to this Section 7(d) shall be payable on the first (as defined 1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damages be payable with respect to the Note)Warrants or the Warrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the Nasdaq SmallCap Market OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 2% two percent (2.0%) of the amount of the Holder’s initial investment in the Notes for each the first calendar month or portion thereof and one percent (1.0%) of the principal amount of the Holder’s initial investment in the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold per calendar month or portion thereof thereafter from the Event Date (provided that, with respect to the Event described in clause (B), the “first calendar month” shall be deemed to commence on the thirtieth (30th) day prior to the applicable Event Date) until the applicable Event is cured. Payments Notwithstanding anything to be made the contrary in this paragraph (e), if (i) any of the Events described in clauses (A), (B) or (C) shall have occurred, (ii) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (iii) the postponement or suspension permitted pursuant to this such Section 7(e3(n) shall be due and payable immediately upon demand in immediately available funds. If the Holder elects to be paid in shares of Common Stock, the number remain effective as of such shares of Common Stock applicable Event Date, then the applicable Event Date shall be based deemed instead to occur on the liquidated damage amount divided by second Business Day following the Conversion Rate (as defined in the Note)termination of such postponement or suspension.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following 120th day after the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Closing Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the Nasdaq SmallCap Market or other exchange OTC Bulletin Board for any reason for more than three five Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen Business Days, or for purposes of clause (ivF) the date on which such three five Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 2% two percent (2.0%) for each calendar month or portion thereof of the principal amount of Holder's initial investment in the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold from the Event Date until the applicable Event is cured; provided, that, liquidated damages for the first calendar month upon the occurrence of an Event shall be payable in cash only, and for each calendar month thereafter shall be payable at the Company's option in cash or shares of Common Stock. Payments Notwithstanding anything to be made the contrary in this paragraph (e), if (I) any of the Events described in clauses (A), (B) or (C) shall have occurred, (II) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or suspension permitted pursuant to this such Section 7(e3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be due and payable immediately upon demand in immediately available fundsdeemed instead to occur on the second Business Day following the termination of such postponement or suspension. If the Holder Company elects to be paid pay in shares of Common Stock, the number of such shares of Common Stock to be issued to the Holders pursuant to this paragraph (e) shall be based on the liquidated damage amount divided by the Conversion Rate (as defined in average closing bid price of the Note)Common Stock for the five trading days prior to such Event Date and shall be issuable promptly upon receipt by the Company of a written demand from a Holder made on or after the Event Date.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2(a) hereof, or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the Nasdaq SmallCap Market or other exchange for any reason for more than three Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) (any such failure or breach being referred to as an "“Event," ” and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause clauses (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (iv) the date on which such three Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "“Event Date"”), then the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 2% one percent (1%) of the amount of the Holder’s initial investment for each calendar month (or portion thereof of the principal proportionate amount of the Notes held by such Holder plus the principal amount of for any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold partial month where an Event occurs, based on a 30-day month) from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of ten percent (10%) of the amount of the Holder’s initial investment; and provided, further, that in the event the Commission does not permit all of the Registrable Securities to be made included in the Registration Statement because of its application of Rule 415, liquidated damages payable pursuant to this Section shall only be payable by the Company based on the portion of the Holder’s initial investment in the Units that corresponds to the number of such Holder’s Registrable Securities permitted to be registered by the Commission in such Registration Statement pursuant to Rule 415. For further clarification, the parties understand that no liquidated damages shall be payable pursuant to this Section with respect to any Registrable Securities that the Company is not permitted to include on such Registration Statement due to the Commission’s application of Rule 415. In addition, no liquidated damages shall be payable with respect to Registrable Securities that may be sold pursuant to Rule 144. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), or (D) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(e) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date, provided that for any partial calendar month that damages are due and payable immediately upon demand in immediately available funds. If based on an Event, the Holder elects will be entitled to be paid in shares their pro-rata portion of Common Stock, the number of such shares of Common Stock shall be damages based on a 30-day calendar month. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damage amount divided by damages be payable with respect to the Conversion Rate (as defined in Warrants or the Note)Warrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) the Company fails to make all required periodic filings with the Commission such that the Holders are no longer able to sell the Series A Shares pursuant to Rule 144, or (G) trading in the Common Stock shall be suspended or if if, after initial quotation of the Common Stock on the OTC Bulletin Board, the Common Stock is delisted from no longer quoted on the Nasdaq SmallCap Market OTC Bulletin Board (or other listed on another principal exchange on which the Common Stock is traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the day after such periodic filing was required to be filed with the Commission (including any extension period), or for purposes of clause (G) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder in cash equal to 2% one and one-half percent (1.5%) for the first calendar month and one percent (1.0%) for each calendar month or portion thereof thereafter (prorated for shorter periods) of the principal amount of Holder’s initial investment in the Notes held by such Holder plus the principal amount of any Notes that have been converted Series A Shares purchased pursuant to the extent any of the Conversion Shares issued upon such conversion have not been sold Stock Purchase Agreement, from the Event Date (provided that, with respect to the Event described in clause (B), the “first calendar month” shall be deemed to commence on the thirtieth (30th) day prior to the applicable Event Date) until the applicable Event is cured. Payments The Company shall not be liable for liquidated damages under this Agreement as to any Registrable Securities which are not permitted by the Commission to be made included in a Registration Statement because of its application of Rule 415 until such time as the provisions of this Agreement as to the Registration Statements required to be filed pursuant to Section 2(b) are triggered, in which case the provisions of this Section 7(e) shall once again apply, if applicable. In such case, the liquidated damages shall be calculated to only apply to the percentage of Registrable Securities which are permitted by the Commission to be included in the Registration Statement. Notwithstanding anything to the contrary in this Section 7(e), if (i) any of the Events described in clauses (A), (B), (C) or (D) shall have occurred, (ii) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (iii) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. If the Holder elects to be paid in shares of Common Stock, the number of such shares of Common Stock shall be based on the first (1st) business day of each thirty (30) day period following the Event Date. In no event shall liquidated damage amount divided by damages be payable with respect to the Conversion Rate (as defined in Warrants and the Note)Warrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if if, after initial quotation of the Common Stock on the OTC Bulletin Board, the Common Stock is delisted from no longer quoted on the Nasdaq SmallCap Market OTC Bulletin Board (or other listed on another principal exchange on which the Common Stock is traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (iA), (vB) and (viiE) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder in cash equal to (1) two percent (2.0%) for the first calendar month (prorated for a shorter period) and (2% ) one percent (1.0%) for each calendar month or portion thereof after the first calendar month (prorated for shorter periods) of the principal amount of Holder’s initial investment in the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold and Series C Preferred Stock, from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to be made time to any Holder pursuant to this Section 7(e7(d) exceed an aggregate of eighteen percent (18%) of the amount of the Holder’s initial investment in the Notes and Series C Preferred Stock. The Company shall not be liable for liquidated damages under this Agreement as to any Registrable Securities which are not permitted by the Commission to be included in a Registration Statement because of its application of Rule 415 until such time as the provisions of this Agreement as to the Registration Statements required to be filed pursuant to Section 2(b) are triggered, in which case the provisions of this Section 7(d) shall once again apply, if applicable. In such case, the liquidated damages shall be calculated to only apply to the percentage of Registrable Securities which are permitted by the Commission to be included in the Registration Statement. Notwithstanding anything to the contrary in this Section 7(d), if (i) any of the Events described in clauses (A), (B), (C) or (D) shall have occurred, (ii) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (iii) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(d) shall be due and payable immediately upon demand in immediately available funds. If the Holder elects to be paid in shares of Common Stock, the number of such shares of Common Stock shall be based on the first (1st) business day of each thirty (30) day period following the Event Date. Notwithstanding anything to the contrary contained herein, (i) in no event shall any liquidated damage amount divided by damages be payable with respect to the Conversion Rate Warrants or the Warrant Shares; and (ii) this Section 7(d) shall not apply to, and shall have no force or effect with respect to, any Holder that is an Insider Purchaser (as defined in in, and listed on, Exhibit A to the NoteSeptember Purchase Agreement).” (ii) Each of the Holders hereby waives any rights it may have to any liquidated damages under Section 7(d) of the Registration Rights Agreement accruing on or prior to the date of this Amendment.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the Nasdaq SmallCap Market or other exchange for any reason for more than three Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) Commission (any such failure or breach being referred to as an "“Event," ” and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (iv) the date on which such three Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "“Event Date"”), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder Holder, payable in cash or unregistered warrants to purchase shares of Common Stock at the sole option of the Company, equal to 2% one percent (1 %) of the amount of the Holder’s initial investment in the Common Shares for each calendar month thirty (30) day period or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of eighteen percent (18%) of the amount of the Holder’s initial investment in the Common Shares; and provided, further, that in the event the Commission does not permit all of the Registrable Securities to be made included in the Registration Statement solely because of its application of Rule 415, no R-170996.1 liquidated damages shall be payable with respect to the Registrable Securities that are not included in such Registration Statement solely as a result of Rule 415. If the Company elects to pay liquidated damages in unregistered warrants to purchase shares of Common Stock, then the number of shares of Common Stock underlying such warrants to be issued to each Holder pursuant to this paragraph (e) shall be an amount equal to (i) the liquidated damage amount, divided by (ii) the daily volume weighted average price of the Common Stock on the OTC Bulletin Board or other principal trading market for the Common Stock for the twenty (20) trading days immediately preceding such Event Date (“Fair Market Value”), with the exercise price of such warrants to be 85% of the Fair Market Value and such warrants being otherwise on the same terms and conditions as the Warrants. Liquidated damages payable by the Company pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. If the Holder elects to be paid in shares of Common Stock, the number of such shares of Common Stock shall be based on the liquidated damage amount divided by first (1st) Business Day of each thirty (30) day period following the Conversion Rate (as defined in the Note)Event Date.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the Nasdaq SmallCap Market OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder in cash equal to 2% one and one-half percent (1.5%) for each the first calendar month or portion thereof (prorated for shorter periods) and one and one-quarter percent (1.25%) per calendar month thereafter (prorated for shorter periods) of the principal amount of Holder's initial investment in the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold Notes, from the Event Date until the applicable Event is cured. Payments ; provided, however, in no event shall liquidated damages be payable to be made any Holder pursuant to this Section 7(e7(d) for a period in excess of two hundred forty (240) days from the applicable Event Date. Notwithstanding anything to the contrary in this paragraph (e), if (i) any of the Events described in clauses (A), (B) or (C) shall be due and payable immediately upon demand in immediately available funds. If have occurred, (ii) on or prior to the Holder elects to be paid in shares of Common Stockapplicable Event Date, the number Company shall have exercised its rights under Section 3(n) hereof and (iii) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such shares of Common Stock applicable Event Date, then the applicable Event Date shall be based deemed instead to occur on the second Business Day following the termination of such postponement or suspension. For purposes of clarity, any liquidated damage amount divided by damages payable under this Section 7(d) are not payable per Event, but rather are the Conversion Rate (as defined in the Note)maximum charges payable at any time when one or more Event has occurred and is continuing.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement has not been declared effective within one hundred and twenty (120) days of the Filing Date, or (B) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2), or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately promptly by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n) of this Agreement, or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the Nasdaq SmallCap Market or other exchange OTC Bulletin Board for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder Holder, payable in cash, equal to two percent (2% %) for each the first calendar month or portion thereof of the principal amount of Holder's initial investment in the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Preferred Shares issued upon such conversion have not been sold from the Event Date and one and one quarter percent (1.25%) for each calendar month thereafter or portion thereof from the applicable Event Date until the applicable Event is cured. Payments Notwithstanding anything to be made the contrary in this Section 7(d), if (I) any of the Events described in clauses (A), (B) or (C) shall have occurred, (II) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or suspension permitted pursuant to this such Section 7(e3(n) shall be due and payable immediately upon demand in immediately available funds. If the Holder elects to be paid in shares of Common Stock, the number remain effective as of such shares of Common Stock applicable Event Date, then the applicable Event Date shall be based deemed instead to occur on the liquidated damage amount divided by second (2nd) Business Day following the Conversion Rate (as defined in the Note)termination of such postponement or suspension.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately promptly by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the Nasdaq SmallCap Market or other exchange OTC Bulletin Board for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen Business Days, or for purposes of clause (ivF) the date on which such three Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 2% for each per calendar month or portion thereof of the principal amount of Holder's initial investment in the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold from the Event Date until the applicable Event is cured. Payments to be made pursuant to this Section 7(e) ; provided, that, liquidated damages for each calendar month shall be due and payable immediately upon demand at the Purchaser's option in immediately available funds. If the Holder elects to be paid in cash or shares of Common Stock. Notwithstanding anything to the contrary in this paragraph (e), if (i) any of the Events described in clauses (A), (B) or (C) shall have occurred, (II) on or prior to the applicable Event Date, the number of such shares of Common Stock Company shall be based on the liquidated damage amount divided by the Conversion Rate (as defined in the Note).have exercised its rights under Section 3(n) hereof and

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2(a) hereof, or (ivE) the Company has breached Section 3(n), or (F) at any time subsequent to completion of the re-listing process, trading in the Common Stock shall be suspended suspended, or if the Common Stock is no longer quoted on or is delisted from the Nasdaq SmallCap Market OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of registered Common StockStock (at the Company's sole discretion) to each Holder, as partial liquidated damages to each Holder and not as a penalty, equal to two percent (2% %) of the amount of the Holder's Registrable Securities for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to be made time to any Holder pursuant to this Section 7(e) exceed an aggregate of eighteen percent (18%) of the amount of the Holder's Registrable Securities. Notwithstanding anything to the contrary in this paragraph (e), if (i) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (ii) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (iii) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be due and deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable immediately upon demand in immediately available fundsby the Company pursuant to this Section 7(d) shall be payable on the first (1st) Business Day of each thirty (30) day period following the Event Date. If In the Holder elects event the Commission does not permit all of the Registrable Securities to be paid included in shares the Registration Statement because of Common Stockits application and issuance of comments concerning Rule 415 then the Company shall be allowed to respond to such comments within ten (10) calendar days after its receipt and shall be entitled to an additional ten (10) calendar day period to exchange comments with the Commission before any liquidated damages pursuant to this Section shall occur (each such ten day period, an "Extension"). No more than two (2) Extensions shall be available to the Company, such that the time before such liquidated damages will be incurred will not exceed one hundred eighty (180) days from the Filing Date. Subsequent to any and all Extensions, liquidated damages payable pursuant to this Section shall be payable by the Company based on two percent (2%) of the portion of the Holder's Registrable Securities that corresponds to the number of such shares of Common Stock shall Holder's Registrable Securities not permitted to be based on the liquidated damage amount divided registered by the Conversion Rate (as defined Commission in the Note)such Registration Statement pursuant to Rule 415.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2(a) hereof, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the Nasdaq SmallCap Market OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "“Event," ” and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "“Event Date"”), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of registered Common StockStock (at the Company’s sole discretion) to each Holder, as partial liquidated damages to each Holder and not as a penalty, equal to two percent (2% %) of the amount of the Holder’s total investment in the Notes for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that (x) for those certain Registrable Securities not permitted to be made registered by the Commission in any such Registration Statement pursuant to Rule 415, late effectiveness penalties pursuant to this Section shall only be payable on the portion of the Holder’s total investment in the Notes that corresponds to the number of such Registrable Securities allowed to be registered by the Commission and (y) in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of eighteen percent (18%) of the amount of the Holder’s total investment in the Notes and Warrants. Notwithstanding anything to the contrary in this paragraph (e), if (i) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (ii) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (iii) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(e) shall be payable on the first (1st) Business Day of each thirty (30) day period following the Event Date. In the event that the Company exercises its right to pay the amounts due and payable immediately upon demand under this Section 7(e) in immediately available funds. If the Holder elects to be paid in shares of registered Common Stock, the number such shares shall be valued in a manner consistent with valuation of such shares in the Note, in connection with payments of shares of Common Stock for interest thereon. Notwithstanding the foregoing provisions of this Section 7(e), the Company may not exercise its right to pay the amounts due under this Section 7(e) in registered Common Stock, unless such shares meet all the requirements under this Agreement for transferability set forth in this Agreement applicable to shares of Common Stock registered in accordance with this Agreement. In the event the Commission does not permit all of the Registrable Securities to be included in the Registration Statement because of its application and issuance of comments concerning Rule 415 then the Company shall be based on allowed to respond to such comments within ten (10) calendar days after its receipt and shall be entitled to an additional ten (10) calendar day period to exchange comments with the Commission before any liquidated damage amount divided by damages pursuant to this Section shall occur (each such ten day period, an “Extension”). No more than two (2) Extensions shall be available to the Conversion Rate Company, such that the time before such liquidated damages will be incurred will not exceed one hundred sixty (as defined in 160) days from the Note)Filing Date. Subsequent to any and all Extensions, liquidated damages payable to the Holders shall follow the foregoing provisions.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or delisted from the Nasdaq SmallCap Market OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause (iiC) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (ivF) the date on which such three (3) Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay, at the option of the Holder, pay an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 2% one percent (1.0%) of the amount of the Holder’s initial investment in the Preferred Stock for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold thereafter from the Event Date until the applicable Event is cured. Payments ; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to be made time to any Holder pursuant to this Section 7(e) exceed an aggregate of twenty-four percent (24%) of the amount of the Holder’s initial investment in the Preferred Stock. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B) or (C) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be due and payable immediately upon demand in immediately available funds. If deemed instead to occur on the Holder elects to be paid in shares of Common Stock, second Business Day following the number termination of such shares of Common Stock postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(d) shall be based payable on the liquidated damage amount divided by first (1st) business day of each thirty (30) day period following the Conversion Rate (as defined in the Note)Event Date.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 1.2(a) hereof, or (ivE) the Company has breached Section 1.6(n) of this Agreement, or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the Nasdaq SmallCap Market OTCQB (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) consecutive Business Days or twelve (12) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended aggregate for any reasontwelve month period, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) (any such failure or breach being individually referred to as an "“Event," ” and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause clauses (iiC) and (F) the date on which such five day three (3) Business Day period is exceeded, or for purposes of clause (iiiD) after more than fifteen (15) Business Days, or for purposes of clause (iv) the date on which such three Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "“Event Date"”), then the Company shall pay to the Original Holder (or such other Holder as has acquired 100% of the Registrable Securities of the Original Holder) liquidated damages in the amount of $250,000 and an amount of cash each month equal to one percent (1%) of the value of the Registrable Securities held by such Holder. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall payhave exercised its rights under Section 1.6(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, at the option of the Holder, an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 2% for each calendar month or portion thereof of the principal amount of the Notes held by such Holder plus the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold from the Event Date until then the applicable Event is curedDate shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Payments to be made Liquidated damages payable by the Company pursuant to this Section 7(e) 3.6 shall be due payable on each Event Date and payable immediately upon demand in immediately available funds. If the Holder elects to be paid in shares first (1st) Business Day of Common Stock, the number of such shares of Common Stock shall be based on the liquidated damage amount divided by the Conversion Rate each thirty (as defined in the Note)30) day period following each Event Date.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2)Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, provided that the Company had already filed an amended Form 8-K with the Commission setting forth the applicable financial statements required to be filed on Form 8-K with respect to the Company’s acquisition of the stock of Digital Union Limited prior to receiving such notice, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately promptly by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the The Nasdaq SmallCap Market or other exchange for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Security Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) aggregate (any such failure or breach being referred to as an "“Event," ” and for purposes of clauses (i), (vA) and (viiB) the date on which such Event occurs, or for purposes of clause clauses (iiC) the date on which such five day period is exceeded, or for purposes of clause and (iii) after more than fifteen Business Days, or for purposes of clause (ivF) the date on which such three Business Day period is exceeded, or for purposes of clause (viD) the date on which such thirty day period is exceededafter more than fifteen Business Days, being referred to as "“Event Date"”), the Company shall paypay in cash an amount, at the option as partial liquidated damages and not as a penalty, to each holder of the HolderNotes, as long as such Notes are outstanding, such holder’s pro rata portion of an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 2% one and one-half percent (11/2 %) for each the first calendar month and one and one-half percent (11/2 %) per calendar month thereafter or portion thereof of the initial principal amount of the Notes held by such Holder plus on the principal amount of any Notes that have been converted to the extent any of the Conversion Shares issued upon such conversion have not been sold Closing Date from the Event Date (provided that, with respect to the Event described in clause (B), the “first calendar month” shall be deemed to commence on the thirtieth (30th) day prior to the applicable Event Date) until the applicable Event is cured. Payments Notwithstanding anything to be made the contrary in this paragraph (d), if (i) any of the Events described in clauses (A), (B) or (C) shall have occurred, (ii) on or prior to the applicable Event Date the Company shall have exercised its rights under Section 3(n) hereof and (iii) the postponement or suspension permitted pursuant to this such Section 7(e3(n) shall be due and payable immediately upon demand in immediately available funds. If the Holder elects to be paid in shares of Common Stock, the number remain effective as of such shares of Common Stock applicable Event Date, then the applicable Event Date shall be based deemed instead to occur on the liquidated damage amount divided by second Business Day following the Conversion Rate (as defined in the Notetermination of such postponement or suspension which is permitted pursuant to Section 3(n).