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

Failure to File Registration Statement and Other Events. The Issuer agrees that the Holder will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer and the Holder further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the 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 (D) 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 in accordance with Section 11(a) hereof, 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 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 (any such failure or breach being referred to as an “Event,” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”), the Issuer shall pay an amount in cash as liquidated damages to the Holder equal to one and a half percent (1.5%) of the amount of this Note for each calendar month or portion thereof 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 11(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 payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicable.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness DateDate (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which 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 (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a) 2 hereof, or (E) 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 or is delisted from the NYSE Amex 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 (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “"Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one and a half two percent (1.52%) of the amount of this Note for each calendar month or portion thereof thereafter (prorated for shorter periods) of the Holder’s initial investment in the 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 11(d7(e) exceed an aggregate of twenty percent (20%) of the amount of the Holder’s initial investment in the Preferred Stock. The Company shall not be liable for liquidated damages under this NoteAgreement 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 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 Issuer Company pursuant to this Section 11(d7(e) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due anything to the pendency of a material acquisition contrary contained herein, in no event shall any liquidated damages be payable with respect to the Warrants or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableWarrant Shares.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a) hereofCommission, or (E) 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 NYSE Amex 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 (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “"Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one and a half percent (1.51%) of the amount of this Note the Holder’s initial investment in the Common Stock for each calendar month or portion thereof 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 11(d7(e) exceed an aggregate of twenty ten percent (2010%) of the amount of the Holder’s initial investment in the Common Stock. Notwithstanding anything to the contrary in this Noteparagraph (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 Issuer Company pursuant to this Section 11(d7(d) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due anything to the pendency of a material acquisition contrary contained herein, in no event shall any liquidated damages be payable with respect to the Warrant or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableWarrant Shares.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a) hereofCommission, or (E) 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 NYSE Amex (or other principal exchange on which the Common Stock is traded) OTC Bulletin Board for any reason for more than three (3) Business Days in the aggregate (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) five Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three Business Day period is exceeded, being referred to as “"Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one and a half percent (1.5%) of the amount of this Note for each 2% per calendar month or portion thereof thereafter of the Holder's initial investment in the Shares from the Event Date until the applicable Event is cured; provided, howeverthat, that in no event shall the amount of liquidated damages for each calendar month shall be payable at the Purchaser's option in cash or shares of Common Stock. Notwithstanding anything to the contrary in this paragraph (e), if (i) any time 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 from time (III) the postponement or suspension permitted pursuant to time such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to any Holder occur on the second Business Day following the termination of such postponement or suspension. If the Company elects to pay in shares of Common Stock, the number of such shares of Common Stock to be issued to the Holders pursuant to this Section 11(d) exceed an aggregate of twenty percent paragraph (20%) of the amount of this Note. Liquidated damages payable by the Issuer pursuant to this Section 11(de) shall be payable based on the liquidated damage amount divided by the volume weighted average price of the Common Stock for the ten (10) trading days prior to such Event Date and shall be issuable promptly upon receipt by the first (1st) Business Day Company of each thirty (30) day period following a written demand from a Holder made on or after the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicable.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the any Registration Statement is not filed on or prior to the applicable Filing Date and not declared effective by the Commission on or prior to the applicable Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Commission, or (E) the Company has breached Section 11(a3(n) hereof, or (EF) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the NYSE Amex 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 (any such failure or breach being referred to as an “Event,” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “Event Date”), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one and a half two percent (1.52%) of the amount of this Note 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 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 11(d7(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 Noteparagraph (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 Issuer Company pursuant to this Section 11(d7(d) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day 30)-day period following the Event DateDate in cash. Notwithstanding anything to the foregoingcontrary contained herein, if in no event shall any liquidated damages be payable with respect to the only reason for the failure delay caused solely due to a Rule 415 comment by the Issuer to file the Registration Statement by the Filing Date or to cause the Registration Statement to be declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableCommission.

Failure to File Registration Statement and Other Events. The Issuer agrees -------------------------------------------------------- Company and the Purchaser agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Time or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness DateDate (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Debentures 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 (CB) the Issuer 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 three five (35) Business Days of the date that the Issuer 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 (DC) 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 in accordance with Section 11(a) hereofCommission, or (ED) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the NYSE Amex (New York Stock Exchange, American Stock Exchange, The Nasdaq National Market, The Nasdaq Small-Cap Market or other principal exchange on which the Common Stock is traded) OTC Bulletin Board for any reason for more than three (3) Business Days in the aggregate aggregate, or (E) the conversion rights of the Holders are suspended for any reason, or (F) the Company breaches in a material respect any covenant or other material term or condition to this 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 (G) the Company has breached Section 3(n) (any such failure or breach being referred to as an “"Event,” " and for purposes of ----- clauses (A) and (BE) the date on which such Event occurs, or for purposes of clauses clause (C) and (EB) the date on which such three (3) Business Day five day period is exceeded, or for purposes of clause (DC) after more than fifteen (15) Business Days, or for purposes of clause (D) the date on which such three Business Day period is exceeded, or for clause (F) the date on which such thirty day period is exceeded, being referred to as “"Event Date”"), the Issuer Company shall pay pay, at the option of the Holder, an amount in ----------- cash or shares of Common Stock, as liquidated damages to the each Holder equal to one 2% for the first thirty-day period and a half percent (1.5%) of the amount of this Note for each calendar month 3% per thirty-day period thereafter or portion thereof thereafter of the principal amount of the Debentures held by such Holder plus the principal amount of any Debentures 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, however, -------- ------- that notwithstanding anything contained in this Section 7(e) to the contrary, no event shall the amount of liquidated damages shall be payable at to the Holder as a result of any time Event with respect only to the Warrant or the Warrant Shares and from time not with respect to time the Debenture or the Conversion Shares. Payments to any Holder be made pursuant to this Section 11(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(d7(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 the foregoing, if the only reason for the failure liquidated damage amount divided by the Issuer to file Conversion Rate (as defined in the Registration Statement by the Filing Date or to cause the Registration Statement to be declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableDebenture).

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a2(a) hereof, or (E) 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 NYSE Amex 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 (any such failure or breach being referred to as an “Event,” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “Event Date”), the Issuer Company shall pay an amount in cash or registered Common Stock (at the Company’s sole discretion) to each Holder, as partial liquidated damages to the Holder and not as a penalty, equal to one and a half two percent (1.52%) of the amount of this Note the Holder’s total investment in the Notes for each calendar month or portion thereof thereafter from the Event Date until the applicable Event is cured; provided, however, that (x) for those certain Registrable Securities not permitted to be 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 11(d7(e) exceed an aggregate of twenty eighteen percent (2018%) of the amount of the Holder’s total investment in the Notes and Warrants. Notwithstanding anything to the contrary in this Noteparagraph (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 Issuer Company pursuant to this Section 11(d7(e) shall be payable on the Event Date and 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 under this Section 7(e) in registered Common Stock, 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, 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 declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the foregoing provisions of this Section 11(d7(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 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 be applicableexceed one hundred sixty (160) days from the 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 Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Time or if certain other events occur. The Issuer Company and the Holder 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), (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to October 15, 2004 (or in the Effectiveness Dateevent an additional Registration Statement is filed because the actual number of shares of Common Stock into which the 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 (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three five (35) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a2 hereof or (E) hereofthe Company has breached Section 3(n), or (EF) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the NYSE Amex (or other principal exchange on which the Common American Stock is traded) Exchange for any reason for more than three (3) Business Days in the aggregate (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) five Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) twenty Business Days, or for purposes of clause (F) the date on which such three Business Day period is exceeded, being referred to as “"Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one and a half percent (1.5%) of 1.0% for the amount of this Note for each first calendar month or portion thereof and 0.5% for each calendar month thereafter or portion thereof of the Holder's initial investment in the Preferred Stock from the Event Date Date, less any amount of Preferred Stock that has been converted by such Holder, until the applicable Event is cured; provided. Notwithstanding anything to the contrary in this paragraph (e), howeverif (I) any of the Events described in clauses (A), that (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 deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Notwithstanding anything contained herein to the contrary, 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 11(d) amount exceed an aggregate of twenty eighteen percent (2018%) of the amount of this Note. Liquidated damages payable by Holder's initial investment in the Issuer pursuant to this Section 11(d) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicablePreferred Stock.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a) hereofCommission, or (E) 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 NYSE Amex 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 (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “"Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one and a half two percent (1.52%) of the amount of this Note the Holder's initial investment in the Preferred Stock for each calendar month or portion thereof 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 11(d7(e) exceed an aggregate of twenty ten percent (2010%) of the amount of the Holder's initial investment in the Preferred Stock. Notwithstanding anything to the contrary in this Noteparagraph (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 Issuer Company pursuant to this Section 11(d7(d) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due anything to the pendency of a material acquisition contrary contained herein, in no event shall any liquidated damages be payable with respect to the Warrants or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableWarrant Shares.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchaser agree that the Holder will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Time or if certain other events occur. The Issuer Company and the Holder further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness DateDate (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock issuable pursuant to a Put 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(a)), or (CB) the Issuer 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 three five (35) Business Days of the date that the Issuer 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 (DC) 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 in accordance with Section 11(a) hereofCommission, or (ED) 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 or the NYSE Amex (or other principal exchange on which the Common Stock is traded) OTC Bulletin Board for any reason for more than three (3) consecutive Business Days Days, or (E) the Company breaches in a material respect any covenant or other material term or condition to this Agreement or the aggregate 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 (F) the Company has breached Section 3(n) (any such failure or breach being referred to as an “Event"EVENT,” " and for purposes of clauses clause (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (EB) the date on which such three (3) Business Day five day period is exceeded, or for purposes of clause (DC) after more than fifteen (15) Business Days, or for purposes of clause (D) the date on which such three Business Day period is exceeded, or for clause (E) the date on which such thirty day period is exceeded, being referred to as “Event Date”"EVENT DATE"), the Issuer Company shall pay an amount in cash as liquidated damages to the Holder an amount equal to one $1,000 per day for so long as more than 10,000 shares of Common Stock are held by the Purchaser (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. The parties agree that the Periodic Amount represents a half percent (1.5%) reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of this Note for each calendar month damages that may be incurred by the Holder if the Registration Statement is not maintained in the manner contemplated herein during the Effectiveness Period or portion thereof thereafter from if any other Event as described herein has occurred. Additionally, if the Event Date until Registration Statement is not declared effective by the applicable Event is cured; providedEffectiveness Date, however, that in no event shall the amount of liquidated damages payable at any time and from time Commitment Warrants issued to time to any the Holder pursuant to this Section 11(d) exceed an aggregate of twenty shall increase by five percent (205%) of the amount of this Note. Liquidated damages payable by the Issuer pursuant to this Section 11(d) shall be payable on the Event Date and the first (1st) Business Day of for each thirty (30) day period following the Event Date. Notwithstanding the foregoing, if the only reason for the failure by the Issuer to file that the Registration Statement by is not declared effective after the Filing Date or to cause Effectiveness Date. If the Registration Statement to be is not declared effective by the Effectiveness Date is due to 150th day after the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holderdate hereof, the provisions of this Section 11(d) Holder shall not be applicablehave the right to terminate the Commitment and retain the Commitment Warrants.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a) hereofCommission, or (E) 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 NYSE Amex 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 (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “"Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one and a half percent (1.51.0%) of the amount of this Note the Holder’s initial investment in the Preferred Stock for each calendar month or portion thereof 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 11(d7(e) exceed an aggregate of twenty twenty-four percent (2024%) of the amount of the Holder’s initial investment in the Preferred Stock. Notwithstanding anything to the contrary in this Noteparagraph (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 deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Issuer Company pursuant to this Section 11(d7(d) shall be payable on the Event Date and the first (1st) Business Day business day of each thirty (30) day period following the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicable.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a) hereofCommission, or (E) 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 NYSE Amex 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 (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “"Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one and a half two percent (1.52%) of the amount of this Note the Holder’s initial investment in the Preferred Stock for each calendar month or portion thereof 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 11(d7(e) exceed an aggregate of twenty ten percent (2010%) of the amount of the Holder’s initial investment in the Preferred Stock. The Company shall not be liable for liquidated damages under this NoteAgreement 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 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 (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 Issuer Company pursuant to this Section 11(d7(d) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due anything to the pendency of a material acquisition contrary contained herein, in no event shall any liquidated damages be payable with respect to the Warrants or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableWarrant Shares.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a2(a) hereof, and has failed or refused to cure such breach, or (E) 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 NYSE Amex 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 (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (EF) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “"Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one and a half two percent (1.52%) of the amount of this Note the Holder’s initial investment in the Units for each calendar month 30 day period or portion thereof 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 11(d7(e) exceed an aggregate of twenty ten percent (2010%) 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 included in the Registration Statement because of its application of Rule 415, liquidated damages payable pursuant to this NoteSection 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. 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 Issuer Company pursuant to this Section 11(d7(d) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due anything to the pendency of a material acquisition contrary contained herein, in no event shall any liquidated damages be payable with respect to the Warrants or other Fundamental Transaction approved in advance by the HolderWarrant 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), the provisions of this Section 11(d(B), (C), (D) shall not be applicable.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 Issuer agrees Company and the Holders agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a) hereofCommission, or (E) 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 NYSE Amex 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 (any such failure or breach being referred to as an “Event,” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “Event Date”), the Issuer Company shall pay an amount in cash as liquidated damages damages, and not a penalty, to the each Holder equal to one and a half (i) in the case of (B) above, two percent (1.52%) of the amount of this Note the Holder’s initial investment in the Notes for each calendar month or portion thereof thereafter from the Event Date until the applicable Event is cured and (ii) in the case of all Events, other than (B) above, one percent (1%) of the amount of the Holder’s initial investment in the Notes for each calendar month or portion thereof 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 11(d7(d) exceed an aggregate of twenty ten percent (2010%) of the amount of the Holder’s initial investment in the Notes. Notwithstanding anything to the contrary in this Note. Liquidated damages payable by paragraph (e), if (i) any of the Issuer 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 11(d3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be payable deemed instead to occur on the Event Date and the first (1st) second Business Day of each thirty (30) day period following the Event Date. Notwithstanding the foregoing, if the only reason for the failure by the Issuer to file the Registration Statement by the Filing Date termination of such postponement or to cause the Registration Statement to be declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicablesuspension.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the a Registration Statement is not filed on or prior to the Filing Date, or (B) the a Registration Statement is not declared effective by the Commission on or prior to the Effectiveness DateDate (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 (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) the a 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 in accordance with Section 11(a) 2 hereof, or (E) 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 or is delisted from the NYSE Amex 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 (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “"Event Date”"), the Issuer Company shall pay pay, at the option of the Holder, an amount in cash or shares of Common Stock, as liquidated damages to the each Holder equal to one and a one-half percent (1.5%) of the amount of this Note Holder's initial investment in the Notes for each calendar month or portion thereof 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 11(d7(e) exceed an aggregate of twenty nine percent (209%) of the amount of the Holder's initial investment in the Notes. Notwithstanding anything to the contrary in this Noteparagraph (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 Issuer Company pursuant to this Section 11(d7(e) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due anything to the pendency of a material acquisition contrary contained herein, in no event shall any liquidated damages be payable with respect to the Warrants or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableWarrant Shares.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder 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), (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date120th day after the Closing Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the 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 (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three five (35) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a2 hereof or (E) hereofthe Company has breached Sections 3(m) or 3(n), or (EF) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the NYSE Amex (or other principal exchange on which the Common Stock is traded) OTC Bulletin Board for any reason for more than three five (35) Business Days in the aggregate (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) five Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) twenty Business Days, or for purposes of clause (F) the date on which such five Business Day period is exceeded, being referred to as “"Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages payable at the Company's option in cash or shares of Common Stock to the each Holder equal to one and a half percent (1.5%) of 2.0% for the amount of this Note for each first calendar month or portion thereof and 1.0% per calendar month thereafter or portion thereof of the Holder's initial investment in the 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, howeverthat, that with respect to the Event described in no event clause (B), the Company shall the amount of not be obligated to pay liquidated damages payable at following the one year anniversary of the Closing Date. Notwithstanding anything to the contrary in this paragraph (e), if (I) any time 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 from time (III) the postponement or suspension permitted pursuant to time such Sections 3(m) and 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to any Holder occur on the second Business Day following the termination of such postponement or suspension. If the Company elects to 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 11(d) exceed an aggregate of twenty percent paragraph (20%) of the amount of this Note. Liquidated damages payable by the Issuer pursuant to this Section 11(de) shall be payable based on the liquidated damage amount divided by the average closing bid price of the Common Stock for the five trading days prior to such Event Date and shall be issuable promptly upon receipt by the first (1st) Business Day Company of each thirty (30) day period following a written demand from a Holder made on or after the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicable.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Commission, or (E) the Company has breached Section 11(a3(n) hereof, or (EF) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the NYSE Amex 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 (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “"Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one and a half two percent (1.52.0%) of the amount of this Note the Holder's initial investment in the Units for each calendar month or portion thereof 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 11(d7(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, or for any reason related thereto, liquidated damages payable pursuant to clause (B) above shall be payable by the Company based on two percent (2%) of the portion of the Holder's initial investment in the Preferred Stock 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 Noteparagraph (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 Issuer Company pursuant to this Section 11(d7(d) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due anything to the pendency of a material acquisition contrary contained herein, in no event shall any liquidated damages be payable with respect to the Warrants or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableWarrant Shares.

Failure to File Registration Statement and Other Events. The Issuer agrees Executive and the Purchasers agree that the Holder Purchasers will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Executive and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a) hereofCommission, or (E) 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 NYSE Amex (or other principal exchange on which the Common Stock is traded) OTC Bulletin Board for any reason for more than three (3) Business Days in the aggregate (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three Business Day period is exceeded, being referred to as “"Event Date”"), the Issuer Executive shall pay an amount in cash as liquidated damages to the each Holder equal to one and a half two percent (1.52%) of the amount of this Note for each per calendar month or portion thereof thereafter of the Holder's initial investment in the Notes from the Event Date until the applicable Event is cured; provided, howeverthat, that in no event shall the amount of liquidated damages upon the occurrence of an Event shall be payable at the Executive's option in cash or shares of Common Stock. Notwithstanding anything to the contrary in this paragraph (e), if (i) any time 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 from time (III) the postponement or suspension permitted pursuant to time such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to any Holder occur on the second Business Day following the termination of such postponement or suspension. If the Executive elects to pay in shares of Common Stock, the number of such shares of Common Stock to be issued to the Holders pursuant to this Section 11(d) exceed an aggregate of twenty percent paragraph (20%) of the amount of this Note. Liquidated damages payable by the Issuer pursuant to this Section 11(de) shall be payable based on the liquidated damage amount divided by the average of the volume weighted average price of the Common Stock for the ten (10) trading days prior to such Event Date and shall be issuable promptly upon receipt by the first (1st) Business Day Executive of each thirty (30) day period following a written demand from a Holder made on or after the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicable.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Holders agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a2(a) hereof, or (E) the Company has breached Section 3(o) 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 NYSE Amex 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 (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (EF) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “"Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one and a half percent (1.5%) 0.75% of the amount value of this Note such Holder’s Registrable Securities (using a value of $2.54 per share to calculate the value of such Holder’s Registrable Securities): (1) on the Event Date; and (2) for each calendar month or portion thereof 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 11(d7(b) exceed an aggregate of twenty percent 10% of the value of the Holder’s Registrable Securities (20%) using a value of $2.54 per share to calculate the amount of such Holder’s Registrable Securities); 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 payable pursuant to this NoteSection by the Company with respect to any Registrable Securities that the Company was 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 (b), 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(o) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(o) 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 Issuer Company pursuant to this Section 11(d7(b) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicable.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Time or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness 210th day after the Closing Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities 1933 Act within three five (35) Business Days of the date that the Issuer 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 (D) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities Shares 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 in accordance with Section 11(a) hereof, 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 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 (any such failure or breach being referred to as an “Event,” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) five Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one 1% for the first calendar month, and a half percent 0.75% per calendar month thereafter (1.5%or per diem portion thereof) of the amount of this Note for each calendar month or portion thereof thereafter Holder’s initial investment in the Shares 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; provided further, however, that in no event Holder shall the amount of liquidated damages payable at any time and from time to time be entitled to any Holder pursuant such cash payment if and to this Section 11(d) exceed an aggregate of twenty percent (20%) the extent that such delays are the result of the amount failure of this Note. Liquidated damages payable by such Holder to provide the Issuer pursuant Company with information necessary to this Section 11(d) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding the foregoing, if the only reason for the failure by the Issuer to file complete the Registration Statement by the Filing Date or Date; provided further, that if the Commission fails to cause provide comments to the Company’s initial filing of the Registration Statement Statement, or any amendment thereto, within 30 days, the number of days in excess of such 30 day period shall be disregarded for the purpose of calculating the Company’s required payments hereunder. Notwithstanding anything to the contrary in this paragraph (c), 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(j) hereof and (iii) the postponement or suspension permitted pursuant to such Section 3(j) 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 Company elects to pay in shares of Common Stock, the number of such shares of Common Stock to be declared effective issued to the Holders pursuant to this paragraph (c) shall be based on the liquidated damage amount divided by the Effectiveness average Closing Price (as defined in the Purchase Agreement) of the Common Stock for the five Trading Days (as defined in the Purchase Agreement) prior to such Event Date is due to and shall be issuable promptly upon receipt by the pendency Company of a material acquisition written demand from a Holder made on or other Fundamental Transaction approved in advance by after the Holder, the provisions of this Section 11(d) shall not be applicableEvent Date.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (Ai) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness DateDate (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the 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 within the time periods set forth in Section 2(a)), or (Cii) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 1 2d1-2 promulgated under the Securities Exchange Act within three five (35) Business Days of the date that the Issuer 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 (Diii) 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 in accordance with Section 11(a) hereofCommission, or (Eiv) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the NYSE Amex (or other principal exchange on which the Common Stock is traded) OTC Bulletin Board for any reason for more than three (3) Business Days in the aggregate aggregate, or (v) the conversion rights of the Holders 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 Certificate 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 (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 (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to 2% of such Holder's pro rata share of the purchase price paid by all Holders for all shares of Series J Preferred Stock purchased and then outstanding pursuant to the Holder equal to one and a half percent (1.5%) of Purchase Agreement for the amount of this Note for each calendar month or portion thereof 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 11(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 payable on the Event Date and the first (1st) Business Day of each initial thirty (30) day period following until the applicable Event Datehas been cured, which shall be pro rated for such periods less than thirty (30) days and 3% of such Holder's pro rata share of the purchase price paid by all Holders forall shares of Series J Preferred Stock purchased 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 (30) days (the "Periodic Amount"). Notwithstanding Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the foregoingPeriodic Amount represents a reasonable estimate on the part of the parties, if as of the only reason for date of this Agreement, of the failure amount of damages that may be incurred by the Issuer to file Holders if the Registration Statement by is not filed on or prior to the Filing Date or to cause the Registration Statement to be has not been declared effective by the Commission on or prior to the Effectiveness Date is due to and maintained in the pendency of a material acquisition manner contemplated herein during the Effectiveness Period or if any other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableEvent as described herein has occurred.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Holders agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by thirty-fifth (35th) day following the Commission on or prior to the Effectiveness Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occurPeriod. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (Ai) the Registration Statement is not filed on or prior to the Filing thirty-fifth (35th) day following the Closing Date, or (Bii) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three five (35) Business Days of the date that the Issuer 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 (Diii) 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 the Commission, except as otherwise permitted by the Commission in accordance with this Agreement, including pursuant to Section 11(a) hereof3(n), or (Eiv) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the NYSE Amex (Nasdaq or any other principal exchange securities exchange, quotation system, market or over-the-counter bulletin board on which the Common Stock is traded) Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than three one (31) Business Days in Day, other than pursuant to Section 3(n), or (v) the aggregate exercise rights of the Holders under the Warrants are suspended for any reason without the consent of the particular Holder, or (vi) 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 (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to one and a half two percent (1.52%) of such Holder's pro rata share of the amount of this Note purchase price paid by all Holders for each calendar month or portion thereof 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 Shares purchased and from time to time to any Holder then outstanding pursuant to this Section 11(d) exceed an aggregate of twenty percent (20%) of the amount of this Note. Liquidated damages payable by Purchase Agreement for the Issuer pursuant to this Section 11(d) shall be payable on the Event Date and the first (1st) Business Day of each initial thirty (30) day period until the applicable Event 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 Shares purchased 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 8(e) shall be due and payable immediately upon demand in immediately available cash funds. 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 Holders if the Registration Statement is not filed on or prior to the thirty-fifth (35th) day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event Dateas described herein has occurred. Notwithstanding the foregoing, if the only reason for Company shall remain obligated to cure the failure by breach or correct the Issuer condition that caused the Event, and the Holder shall have the right to file the Registration Statement by the Filing Date take any action necessary or desirable to cause the Registration Statement to be declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableenforce such obligation.

Failure to File Registration Statement and Other Events. The Issuer agrees -------------------------------------------------------------- Company and the Buyer agree that the Holder Holders will suffer damages if the Registration Statement required by Section 2(a) above is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Period, or if certain other events occur. The Issuer Company and the Holder Buyer 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 (Ai) the a required Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or Date (C) the Issuer fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer is notified (orally or in writing, whichever is earlier) by the Commission that a event an additional Registration Statement will is filed because the actual number of Warrant Shares exceeds the number of shares of Common Stock initially registered is not be “reviewed,” or not subject to further reviewfiled and declared effective within the time periods set forth in Section 2(a)), or (Dii) the a 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 in accordance with Section 11(a) hereofCommission, or (Eiii) trading in the Common Stock shall be suspended or if the Common Stock is no longer ceases to be quoted on or is delisted from the NYSE Amex (or other principal exchange on which the Common Stock is traded) OTC Bulletin Board for any reason for more than three sixty (360) Business Days days in the aggregate or (iv) the exercise rights of a Holder with respect to the Warrant are suspended by the Company (any such circumstance, failure or breach being referred to as an “"Event,” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”"), the Issuer Company shall pay an amount to the Holders in cash as liquidated damages for such failure, and not as a penalty, an aggregate amount equal to 2% of the original principal amount of the Note issued to the Holder equal to one and a half percent (1.5%) of the amount of this Note Buyer for each calendar month or portion thereof 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 11(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 payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following until the applicable Event Datehas been cured, which shall be pro rated for periods of less than thirty (30) days (the "Periodic Amount"). Notwithstanding Subject to the foregoingBuyer's right to add such Periodic Amount on to the principal amount of the Note (as provided in the Note), payments to be made pursuant to this Section 8(c) shall be due and payable three (3) Business Days after the end of each month in which a Periodic Amount accrues, such payments to be made in immediately available funds and allocated among the Holders according to their interests in the Warrant and Warrant Shares. 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 a Holder if the only reason for the failure by the Issuer to file the a Registration Statement by is not filed on or prior to the Filing Date or to cause the Registration Statement to be has not been declared effective by the Commission on or prior to the Effectiveness Date is due to and maintained in the pendency of a material acquisition manner contemplated herein during the Effectiveness Period or if any other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableEvent as described herein has occurred.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a2(a) hereof, or (E) 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 NYSE Amex 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 (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “"Event Date”"), the Issuer Company shall pay an amount in cash or registered Common Stock (at the Company's sole discretion) to each Holder, as partial liquidated damages to the Holder and not as a penalty, equal to one and a half two percent (1.52%) of the amount of this Note the Holder's Registrable Securities for each calendar month or portion thereof 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 11(d7(e) exceed an aggregate of twenty eighteen percent (2018%) of the amount of the Holder's Registrable Securities. Notwithstanding anything to the contrary in this Noteparagraph (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 Issuer Company pursuant to this Section 11(d7(d) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding In the foregoing, if event the only reason for Commission does not permit all of the failure by the Issuer Registrable Securities to file be included in the Registration Statement because of its 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 Filing Date or Company based on two percent (2%) of the portion of the Holder's Registrable Securities that corresponds to cause the number of such Holder's Registrable Securities not permitted to be registered by the Commission in such Registration Statement pursuant to be declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableRule 415.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Time or if certain other events occur. The Issuer Company and the Holder 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), (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date120th day after the 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 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 (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three five (35) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a2 hereof or (E) hereofthe Company has breached Section 3(n), or (EF) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the 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 (any such failure or breach being referred to as an “Event"EVENT,” " and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) five Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three Business Day period is exceeded, being referred to as “Event Date”"EVENT DATE"), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one and a half percent (1.5%) of the amount of this Note % for each calendar month or portion thereof thereafter of the principal amount of the Notes held by such Holder 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 principal amount of the Notes that has been converted by such Holder, until the applicable Event is cured; provided. Notwithstanding anything to the contrary in this paragraph (e), howeverif (I) any of the Events described in clauses (A), that in no event (B) or (C) shall have occurred, (II) on or prior to the amount of liquidated damages payable at any time applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and from time to time to any Holder (III) the postponement or suspension permitted pursuant to this such Section 11(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(d3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be payable deemed instead to occur on the Event Date and the first (1st) second Business Day of each thirty (30) day period following the Event Date. Notwithstanding the foregoing, if the only reason for the failure by the Issuer to file the Registration Statement by the Filing Date termination of such postponement or to cause the Registration Statement to be declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicablesuspension.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Holders agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date Deadline and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occurPeriod. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (Ai) the Registration Statement is not filed on or prior to the Filing DateDeadline, or (Bii) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three five (35) Business Days of the date that the Issuer 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 (Diii) 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 the Commission, except as otherwise permitted by the Commission in accordance with this Agreement, including pursuant to Section 11(a) hereof3(n), or (Ev) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the NYSE Amex (any securities exchange, quotation system, market or other principal exchange over-the-counter bulletin board on which the Common Stock is traded) Registrable Securities are required hereunder to be listed (each an “Exchange”), without immediately being listed on any other Exchange, for any reason for more than three one (31) Business Days Day, other than pursuant to Section 3(n), or (vi) the conversion or redemption rights of the Holders, or the exercise rights of the Holders under the Warrants, are suspended for any reason without the consent of the particular Holder other than as set forth in the aggregate Certificate of Designation, 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 (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”), the Issuer shall pay an amount in cash then as liquidated damages to for such failure or breach and not as a penalty, the Holder equal to one Conversion Value as defined and set forth in the Certificate of Designation for the Preferred Stock shall be automatically reduced by 2.5% upon the occurrence of such Event and an additional 2.5% for each calendar month (or part thereof) thereafter until the applicable Event has been cured. The parties agree that such Conversion Value reduction represents a half percent (1.5%) reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of this Note for each calendar month or portion thereof thereafter from the Event Date until the applicable Event is cured; provided, however, damages 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 11(d) exceed an aggregate of twenty percent (20%) of the amount of this Note. Liquidated damages payable may be incurred by the Issuer pursuant Holders if the Registration Statement is not filed on or prior to this Section 11(d) shall be payable on Filing Deadline and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Dateas described herein has occurred. Notwithstanding the foregoing, if the only reason for Company shall remain obligated to cure the failure by breach or correct the Issuer condition that caused the Event, and the Holder shall have the right to file the Registration Statement by the Filing Date take any action necessary or desirable to cause the Registration Statement to be declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableenforce such obligation.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Investors agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (Ai) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness DateDate (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered for such conversion and exercise is not filed and declared effective within the time periods set forth in Section 2(a)), or (Cii) the Issuer 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 three five (35) Business Days of the date that the Issuer 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 (Diii) 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 in accordance with Section 11(a) hereofCommission, or (Eiv) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the NYSE Amex (or other principal exchange on which the Common Stock is traded) Principal Market for any reason for more than three (3) Business Days in the aggregate aggregate, or (v) the conversion rights of the Holders 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 Certificate 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 (30) days after written notice thereof to the Company, or (vii) the Company has breached Section 3(m) of this Agreement (any such failure or breach being referred to as an “"Event,” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to 2% of such Holder's pro rata share of the purchase price paid by all Holders for all shares of Preferred Stock purchased and then outstanding pursuant to the Holder equal to one and a half percent (1.5%) of Purchase Agreement for the amount of this Note for each calendar month or portion thereof 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 11(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 payable on the Event Date and the first (1st) Business Day of each initial thirty (30) day period following after the Event Dateuntil the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days, and 3% of such Holder's pro rata share of the purchase price paid by all Holders for all shares of Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period thereafter until the applicable Event has been cured which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount"). Notwithstanding Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in cash or as a Dividend Payment (as defined in Section 2(a) of the foregoingCertificate of Designations) at the option of such Holder. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, if as of the only reason for date of this Agreement, of the failure amount of damages that may be incurred by the Issuer to file Holders if the Registration Statement by is not filed on or prior to the Filing Date or to cause the Registration Statement to be has not been declared effective by the Commission on or prior to the Effectiveness Date is due to and maintained in the pendency of a material acquisition manner contemplated herein during the Effectiveness Period or if any other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableEvent as described herein has occurred.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and Hampshire agree that the Holder Hampshire will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur(as defined below). The Issuer Company and the Holder Hampshire further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (Ai) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three five (35) Business Days of the date that the Issuer Company is notified (orally or in writing, whichever is earlier) by the Commission SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (Dii) the Registration Statement is filed with and declared effective by the Commission SEC 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 the SEC, except as otherwise permitted by the Commission in accordance with Section 11(a) hereof, 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 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 this Agreement (any such failure or breach being referred to as an “Event,” and ”), the Company will make payments to Hampshire in an amount equal to 1.0% of the aggregate amount invested by Hampshire for purposes of clauses each twenty (A) and (B) 20)-day period or pro rata for any portion thereof following the date on which such Event occurs, or for purposes of clauses (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”), the Issuer shall pay an amount in cash as liquidated damages to the Holder equal to one and a half percent (1.5%) of the amount of this Note for each calendar month or portion thereof thereafter from the Event Date until the applicable Event is cured; provided, however, that occurred. Such payments shall be in no event partial compensation to Hampshire and shall the amount of liquidated damages not constitute Hampshire’s exclusive remedy for such Events. Such payments shall be made to Hampshire in cash. The amounts payable at any time and from time to time to any Holder pursuant to this Section 11(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) paragraph shall be payable on in lawful money of the Event Date and the first United States within two (1st2) Business Day Days of the last day of each thirty such twenty (30) day 20)-day period following during which the Event DateRegistration Statement should have been filed for which no Registration Statement was filed with respect to the Registrable Securities. Notwithstanding the foregoing, if the only reason for Company shall remain obligated to cure the failure by breach or correct the Issuer condition that caused such Event, and Hampshire shall have the right to file the Registration Statement by the Filing Date take any action necessary or desirable to cause the Registration Statement to be declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableenforce such obligation.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a2(a) hereof, or (E) 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 NYSE Amex 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 (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (EF) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “"Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one and a half percent (1.51%) of the amount of this Note the Holder’s initial investment in the Preferred Stock: (1) on the Event Date; and (2) for each calendar month or portion thereof 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 11(d7(e) exceed an aggregate of twenty ten percent (2010%) 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 NoteSection shall be payable by the Company based on one percent (1%) of the portion of the Holder’s initial investment in the Preferred Stock 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, but are not so registered due to one or more of the events specified above in (A) though (F). 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. 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 Issuer Company pursuant to this Section 11(d7(d) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due anything to the pendency of a material acquisition or other Fundamental Transaction approved contrary contained herein, in advance by no event shall any liquidated damages be payable with respect to the HolderWarrants, the provisions of this Section 11(d) shall not be applicableWarrant Shares or any issued Additional Share Issuances.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness DateDate (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which 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 (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a) 2 hereof, or (E) 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 or is delisted from the NYSE Amex 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 (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “"Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one and a half two percent (1.52%) of the amount of this Note for each calendar month or portion thereof thereafter (prorated for shorter periods) of the Holder's initial investment in the 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 11(d7(e) exceed an aggregate of twenty percent (20%) of the amount of the Holder's initial investment in the Preferred Stock. Notwithstanding anything to the contrary in this Noteparagraph (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 Issuer Company pursuant to this Section 11(d7(e) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due anything to the pendency of a material acquisition contrary contained herein, in no event shall any liquidated damages be payable with respect to the Warrants or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableWarrant Shares.

Failure to File Registration Statement and Other Events. The Issuer agrees ------------------------------------------------------- Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Time or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (Ai) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness DateDate (or in the event an additional Registration Statement is required to be filed because the actual number of shares of Common Stock into which the 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 within the time periods set forth in Section 2(a)), or (Cii) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 12d1-2 promulgated under the Securities Exchange Act within three five (35) Business Days of the date that the Issuer 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 (Diii) 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 in accordance with Section 11(a) hereofCommission, or (Eiv) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the NYSE Amex (or other principal exchange on which the Common Stock is traded) OTC Bulletin Board for any reason for more than three (3) Business Days in the aggregate aggregate, or (v) the conversion or exercise rights of the Holders with respect to Preferred Stock or the Warrants 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 Certificate 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 (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 (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to one and a half percent (1.51%) of such Holder's pro rata share of the amount purchase price paid by all Holders for shares of this Note the Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each calendar month or portion thereof thereafter from the Event Date initial thirty (30) day period until the applicable Event is has been cured; provided, however, that in no event which shall the amount of liquidated damages payable at any time be pro rated for such periods less than thirty (30) days and from time to time to any Holder pursuant to this Section 11(d) exceed an aggregate of twenty two percent (202%) of the amount of this Note. Liquidated damages payable by the Issuer pursuant to this Section 11(d) shall be payable on the Event Date and the first (1st) Business Day of such Holder's pro rata share for each thirty (30) day period following thereafter until the applicable Event Datehas been cured (which shall be also pro rated, as aforesaid) (the "Periodic Amount"). Notwithstanding Payments to be made pursuant to this --------------- Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the foregoingPeriodic Amount represents a reasonable estimate on the part of the parties, if as of the only reason for date of this Agreement, of the failure amount of damages that may be incurred by the Issuer to file Holders if the Registration Statement by is not filed on or prior to the Filing Date or to cause the Registration Statement to be has not been declared effective by the Commission on or prior to the Effectiveness Date is due to and maintained in the pendency of a material acquisition manner contemplated herein during the Effectiveness Time or if any other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall Event as described herein has occurred and not be applicablebeen cured.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a2(a) hereof, or (E) 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 NYSE Amex 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 for any twelve month period, (any such failure or breach being referred to as an “Event,” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (EF) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”), then the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one and a half percent (1.51%) of the amount of this Note the Holder’s initial investment in the Units for each calendar month or portion thereof 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 11(d7(e) exceed an aggregate of twenty ten percent (2010%) 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 included in the Registration Statement because of its application of Rule 415, liquidated damages payable pursuant to this NoteSection 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 Issuer Company pursuant to this Section 11(d7(e) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due anything to the pendency of a material acquisition contrary contained herein, in no event shall any liquidated damages be payable with respect to the Warrants or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableWarrant Shares.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission SEC on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Filing DateCompany files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (Bii) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated under by the Commission pursuant to the Securities Act Act, within three (3) Business five Trading Days of the date that the Issuer Company is notified (orally or in writing, whichever is earlier) by the Commission that a such Registration Statement will not be “reviewed,” or will not be subject to further review, or (Diii) prior to the effective date of a Registration Statement is filed with Statement, the Company fails to file a pre-effective amendment and declared effective otherwise respond in writing to comments made by the Commission but thereafter ceases in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) all of the Registrable Securities are not registered for resale pursuant to one or more effective Registration Statements on or before the Effectiveness Date, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent included in such Registration Statement filed with and declared effective by the Commission in accordance with Section 11(a) hereofStatement, or (E) trading in the Common Stock shall be suspended or if Holders are otherwise not permitted to utilize the Common Stock is no longer quoted on or is delisted from the NYSE Amex (or other principal exchange on which the Common Stock is traded) for any reason Prospectus therein to resell such Registrable Securities, for more than three 20 consecutive calendar days or more than an aggregate of 30 calendar days (3which need not be consecutive calendar days) Business Days in the aggregate during any 12-month period (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “"Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages to the Holder each Holder, payable in cash, equal to one and a half percent (1.51.0%) of the amount of this Note the Holder’s initial investment in the Shares for each calendar month thereafter (or pro-rata for a portion thereof thereof) 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 11(d7(c) exceed an aggregate of twenty twelve percent (2012%) of the amount of this Notethe Holder’s initial investment in the Shares. Liquidated damages payable by the Issuer Company pursuant to this Section 11(d7(c) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding If the foregoingCompany fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, if the only reason for the failure by the Issuer to file the Registration Statement by the Filing Date Company will pay interest thereon at a rate of 10% per annum (or to cause the Registration Statement such lesser maximum amount that is permitted to be declared effective paid by the Effectiveness Date is due applicable law) to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, accruing daily from the provisions of date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. Notwithstanding anything to the contrary in this Section 11(dparagraph (c), the liquidated damages described in this paragraph (c) shall, with respect to any Holder, cease to accrue and shall not be applicablepayable from the date such Holder can sell the Registrable Securities without restriction pursuant to Rule 144(k) (or any successor rule) or any other provision under Rule 144 that permits such Holder to sell the Registrable Securities without respect to any volume limitations or manner of sale restrictions.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a) hereofCommission, or (E) 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 NYSE Amex 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 (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “"Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one and a half percent (1.51.0%) of the amount of this Note the Holder’s initial investment in the Preferred Stock for each calendar month or portion thereof 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 11(d7(e) exceed an aggregate of twenty ten percent (2010%) of the amount of the Holder’s initial investment in the Preferred Stock. Notwithstanding anything to the contrary in this Noteparagraph (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 deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Issuer Company pursuant to this Section 11(d7(d) shall be payable on the Event Date and the first (1st) Business Day business day of each thirty (30) day period following the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due anything to the pendency of a material acquisition contrary contained herein, in no event shall any liquidated damages be payable with respect to the Warrants or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableWarrant Shares.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a) hereofCommission, or (E) 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 no longer quoted on or is delisted from the NYSE Amex 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 (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses (A), (B) and (BE) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “"Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder in cash equal to one and a half (1) two percent (1.52.0%) of for the amount of this Note first calendar month (prorated for a shorter period) and (2) one percent (1.0%) for each calendar month or portion thereof thereafter after the first calendar month (prorated for shorter periods) of the Holder’s initial investment in the Notes and Series C 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 11(d7(d) exceed an aggregate of twenty eighteen percent (2018%) 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 NoteAgreement 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 Issuer Company pursuant to this Section 11(d7(d) shall be payable on the Event Date and the first (1st) Business Day business day of each thirty (30) day period following the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due anything to the pendency of a material acquisition contrary contained herein, (i) in no event shall any liquidated damages be payable with respect to the Warrants or other Fundamental Transaction approved in advance by the Holder, the provisions of Warrant Shares; and (ii) this Section 11(d7(d) shall not be applicableapply to, and shall have no force or effect with respect to, any Holder that is an Insider Purchaser (as defined in, and listed on, Exhibit A to the September Purchase Agreement).”

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Banks agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Time or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness 120th day after the Closing Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three five (35) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a) hereofCommission, or (E) 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 both The Nasdaq SmallCap Market and the NYSE Amex (or other principal exchange on which the Common Stock is traded) OTC Bulletin Board for any reason for more than three (3) five Business Days in the aggregate (any such failure or breach being referred to as an “Event,” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) five Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such five Business Day period is exceeded, being referred to as “Event Date”), then the Issuer Company shall pay an amount in cash as liquidated damages to each Holder a percentage of the Holder Aggregate Warrant Price equal to one 3% for the first calendar month and a half percent (1.5%) of the amount of this Note % for each succeeding calendar month (or portion thereof thereafter thereof) from and after 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, howeverthat, that in no event shall the amount of liquidated damages shall be payable at in shares of Common Stock. Notwithstanding anything to the contrary in this paragraph (e), if (I) any time 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 from time (III) the postponement or suspension permitted pursuant to time such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to any Holder occur on the second Business Day following the termination of such postponement or suspension. If the Company elects to pay in shares of Common Stock, the number of such shares of Common Stock to be issued to the Holders pursuant to this Section 11(d) exceed an aggregate of twenty percent paragraph (20%) of the amount of this Note. Liquidated damages payable by the Issuer pursuant to this Section 11(de) shall be payable based on the liquidated damage amount divided by the average closing bid price of the Common Stock for the five trading days prior to such Event Date and shall be issuable promptly upon receipt by the first (1st) Business Day Company of each thirty (30) day period following a written demand from a Holder made on or after the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicable.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Buyer agree that the Holder Holders will suffer damages if the a Registration Statement required by Section 2(a) above is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Period, or if certain other events occur. The Issuer Company and the Holder Buyer further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (Ai) the a required Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness DateDate (or in the event an additional Registration Statement is filed because the actual number of Conversion Shares and/or Warrant Shares exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), or (Cii) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 Rules promulgated under the Securities Exchange Act within three five (35) Business Days of the date that the Issuer Company is notified (orally or in writing, whichever is earlier) by the Commission that a required Registration Statement will not be “"reviewed,” " or is not subject to further review, or (Diii) the a 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 in accordance with Section 11(a) hereofCommission, or (Eiv) trading in the Common Stock shall be suspended or if the Common Stock is no longer ceases to be quoted on or is delisted from the NYSE Amex (or other principal exchange on which the Common Stock is traded) OTC Bulletin Board for any reason for more than three thirty (330) Business Days days in the aggregate aggregate, (v) the conversion or exercise rights of a 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 Note, the Securities Purchase Agreement 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 (any such circumstance, failure or breach being referred to as an “"Event,” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to one and a half percent (1.5%) 2% of such Holder's pro rata share of the principal amount of this the Note then outstanding for each calendar month or portion thereof 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 11(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 payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following until the applicable Event Datehas been cured, which shall be pro rated for periods of less than thirty (30) days (the "Periodic Amount"). Notwithstanding Subject to a Holder's right to add such accrued liquidated damages on to the foregoingprincipal amount of the Note (as provided in the Note), payments to be made pursuant to this Section 8(d) shall be due and payable immediately upon demand in immediately available funds. 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 a Holder if the only reason for the failure by the Issuer to file the a Registration Statement by is not filed on or prior to the Filing Date or to cause the Registration Statement to be has not been declared effective by the Commission on or prior to the Effectiveness Date is due to and maintained in the pendency of a material acquisition manner contemplated herein during the Effectiveness Period or if any other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableEvent as described herein has occurred.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchaser agree that the Holder Holders will suffer damages if the a Registration Statement is not filed on or prior to 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 applicable Effectiveness Date and maintained in the manner contemplated herein during the applicable Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the a Registration Statement is not filed on or prior to 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) the a Registration Statement is not declared effective by the Commission on or prior to the applicable Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a) hereofCommission, or (E) 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 NYSE Amex 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 (any such failure or breach being referred to as an “Event,” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “Event Date”), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one and a half percent (1.51%) of the amount of this Note the Holder’s remaining initial investment in the Units for each calendar month or portion thereof 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 11(d8(e) exceed an aggregate of twenty ten percent (2010%) of the amount of the Holder’s remaining initial investment in the Units; 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 payable pursuant to this NoteSection by the Company with respect to any Registrable Securities that the Company was not permitted to include on such Registration Statement. 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 Issuer Company pursuant to this Section 11(d8(e) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding The parties agree that the foregoing, if liquidated damages set forth in this Section 8(e) shall be the only reason for exclusive remedy of the failure parties hereto with respect to the breaches by the Issuer to file the Registration Statement by the Filing Date or to cause the Registration Statement to be declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions Company of this Section 11(d) shall not be applicable8(e).

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Holders agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a2(a) hereof, or (E) the Company has breached Section 3(o) 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 NYSE Amex 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 (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (EF) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “"Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one and a half percent (1.5%) 0.75% of the amount value of this Note such Holder’s Registrable Securities (using a value of $2.20 per share to calculate the value of such Holder’s Registrable Securities): (1) on the Event Date; and (2) for each calendar month or portion thereof 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 11(d7(b) exceed an aggregate of twenty percent (20%) 7.5% of the amount of the Holder’s Registrable Securities (using a value of $2.20 per share to calculate the amount of such Holder’s Registrable Securities); 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 payable pursuant to this NoteSection by the Company with respect to any Registrable Securities that the Company was 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 (b), 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(o) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(o) 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 Issuer Company pursuant to this Section 11(d7(b) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicable.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchaser agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness DateDate (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Warrant is 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 (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a) 2 hereof, or (E) 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 NYSE Amex Nasdaq Capital Market (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 without subsequent listing on another exchange or the quotation of the Common Stock on the OTC Bulletin Board (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “"Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one and a half percent (1.51%) of the amount Holder's initial investment in the Shares from the Event Date, less any number of this Note Shares that have been sold by such Holder, for each calendar month or portion thereof thereafter from the Event Date (prorated for shorter periods) 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 11(d7(e) exceed an aggregate of twenty eighteen percent (2018%) of the amount of the Holder's initial investment in the Shares. Notwithstanding anything to the contrary in this Noteparagraph (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 Issuer Company pursuant to this Section 11(d7(e) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due anything to the pendency of a material acquisition contrary contained herein, in no event shall any liquidated damages be payable with respect to the Warrant or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableWarrant Shares.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and Hampshire agree that the Holder Hampshire will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur(as defined below). The Issuer Company and the Holder Hampshire further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (Ai) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three five (35) Business Days of the date that the Issuer Company is notified (orally or in writing, whichever is earlier) by the Commission SEC that a Registration Statement will not be “"reviewed,” " or not subject to further review, or (Dii) the Registration Statement is filed with and declared effective by the Commission SEC 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 the SEC, except as otherwise permitted by the Commission in accordance with Section 11(a) hereof, 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 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 this Agreement (any such failure or breach being referred to as an “"Event,” and "), the Company will make payments to Hampshire in an amount equal to 1.0% of the aggregate amount invested by Hampshire for purposes of clauses each twenty (A) and (B) 20)-day period or pro rata for any portion thereof following the date on which such Event occurs, or for purposes of clauses (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”), the Issuer shall pay an amount in cash as liquidated damages to the Holder equal to one and a half percent (1.5%) of the amount of this Note for each calendar month or portion thereof thereafter from the Event Date until the applicable Event is cured; provided, however, that occurred. Such payments shall be in no event partial compensation to Hampshire and shall the amount of liquidated damages not constitute Hampshire's exclusive remedy for such Events. Such payments shall be made to Hampshire in cash. The amounts payable at any time and from time to time to any Holder pursuant to this Section 11(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) paragraph shall be payable on in lawful money of the Event Date and the first United States within two (1st2) Business Day Days of the last day of each thirty such twenty (30) day 20)-day period following during which the Event DateRegistration Statement should have been filed for which no Registration Statement was filed with respect to the Registrable Securities. Notwithstanding the foregoing, if the only reason for Company shall remain obligated to cure the failure by breach or correct the Issuer condition that caused such Event, and Hampshire shall have the right to file the Registration Statement by the Filing Date take any action necessary or desirable to cause the Registration Statement to be declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableenforce such obligation.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a) hereofCommission, or (E) 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 NYSE Amex (or other principal exchange on which the Common Stock is traded) OTC Bulletin Board for any reason for more than three (3) Business Days in the aggregate (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) five Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three Business Day period is exceeded, being referred to as “"Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one and a half percent (1.5%) of the amount of this Note for each 2% per calendar month or portion thereof thereafter of the Holder's initial investment in the Shares from the Event Date until the applicable Event is cured; provided, howeverthat, 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 11(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) for each calendar month shall be payable at the Purchaser's option 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 Event Date and the first (1st) Business Day of each thirty (30) day period following the applicable Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of this Company shall have exercised its rights under Section 11(d3(n) shall not be applicable.hereof and

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occurTime. The Issuer Company and the Holder 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), (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date120th day after the Execution 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 (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three five (35) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a2 hereof or (E) hereofthe Company has breached Section 3(n), or (EF) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the NYSE Amex (or other principal exchange on which the Common Stock is traded) The Nasdaq National Market for any reason for more than three (3) Business Days in the aggregate without subsequent listing on another securities exchange, quotation system or market (any such failure or breach being referred to as an “Event"EVENT,” " and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) five Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three Business Day period is exceeded, being referred to as “Event Date”"EVENT DATE"), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one and a half percent (1.5%) of 3% for the amount of this Note for each first calendar month or portion thereof and 1.5% per calendar month thereafter or portion thereof of the Holder's initial investment in the Notes from the Event Date Date, less any principal amount of the Notes that have been converted or redeemed by such Holder (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 Event Date), until the applicable Event is cured; providedPROVIDED, howeverTHAT, that in no event shall the amount of 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. Notwithstanding anything to the contrary in this paragraph (e), if (I) any time 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 from time (III) the postponement or suspension permitted pursuant to time such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to any Holder occur on the second Business Day following the termination of such postponement or suspension. If the Company elects to pay in shares of Common Stock, the number of such shares of Common Stock to be issued to the Holders pursuant to this Section 11(d) exceed an aggregate of twenty percent paragraph (20%) of the amount of this Note. Liquidated damages payable by the Issuer pursuant to this Section 11(de) shall be payable based on the liquidated damage amount divided by the average of the closing bid and asked price of the Common Stock for the five trading days prior to such Event Date and shall be issuable promptly upon receipt by the first (1st) Business Day Company of each thirty (30) day period following a written demand from a Holder made on or after the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicable.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and Corona agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (Ai) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness DateDate (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Promissory Note is convertible or upon the exercise of the Warrant or pursuant to the Side Letter Agreement exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2 herein), or (Cii) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three five (35) Business Days of the date that the Issuer 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 (Diii) 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 in accordance with Section 11(a) hereofCommission, or (Eiv) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from NASDAQ or the NYSE Amex (or other principal exchange on which the Common Stock is traded) Over-the-Counter Bulletin Board for any reason for more than three five (35) consecutive Business Days after such time as the registration Statement has been declared effective, or (v) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, and such breach continues for a period of thirty days after written notice thereof to the aggregate Company, or (vi) 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 (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”"EVENT"), the Issuer Company shall pay an amount in cash as liquidated damages to for such failure and not as a penalty (the Holder "LIQUIDATED DAMAGES") an amount equal to one and a half percent 100,000 shares of Common Stock (1.5%the "PENALTY SHARES") of for the amount of this Note for each calendar month or portion thereof 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 11(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 payable on the Event Date and the first (1st) Business Day of each initial thirty (30) day period and for each of the next three (3) successive thirty (30) day periods following the Event Date. Notwithstanding until the foregoingapplicable Event has been cured, if the only reason which amount shall be pro rated for any period less than thirty (30) days and for the failure by proportion of Registrable Securities that are timely registered, and thereafter, the Issuer penalty for each additional thirty (30) day period shall be equal to file 400,000 additional shares per month for each of the next nine (9) successive months that the Company remains under default under the terms of this Agreement (the "ADDITIONAL PENALTY SHARES"), pro rated for any period less than thirty (30) days and for the proportion of Registrable Securities that are timely registered. The Penalty Shares and Additional Penalty Shares shall be registered under the Securities Act pursuant to either the Registration Statement (if payment of the Periodic Amount is made prior to the effectiveness of the Registration Statement) or any other registration statement to be filed by the Company relating to an offering for its own account or the account of others. The parties agree that the Penalty and Additional Penalty Shares 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 not filed on or prior to the Filing Date or to cause the Registration Statement to be has not been declared effective by the Commission on or prior to the Effectiveness Date is due to and maintained in the pendency of a material acquisition manner contemplated herein during the Effectiveness Period or if any other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableEvent as described herein has occurred.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the a Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date Date, as the case may be, and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the a Registration Statement is not filed on or prior to the Filing Date, Date or (B) the a Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, Date or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) the a 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, Period without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission in accordance with Section 11(a) hereofCommission, or (E) the Company has breached Section 3(o), 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 NYSE Amex 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 aggregate, or (G) the Company fails to file and have a Registration Statement declared effective in accordance with Section 2(b) hereof, (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses (A), (B) and (BG) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “"Event Date”"), the Issuer Company shall pay pay, at the option of the Holder, an amount in cash or shares of Common Stock, as liquidated damages to the each Holder equal to one and a half two percent (1.52%) of the amount of this Note the Holder’s initial investment in the Notes for each calendar month 30 day period or portion thereof thereafter from the Event Date until the applicable Event is cured; provided. Notwithstanding anything to the contrary in this Section 7(d), howeverif (i) any of the Events described in clauses (A), that in no event (B) or (C) shall have occurred, (ii) on or prior to the amount of liquidated damages payable at any time applicable Event Date, the Company shall have exercised its rights under Section 3(o) hereof and from time to time to any Holder (iii) the postponement or suspension permitted pursuant to this such Section 11(d3(o) exceed an aggregate shall remain effective as of twenty percent (20%) such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of the amount of this Notesuch postponement or suspension. Liquidated damages payable by the Issuer Company pursuant to this Section 11(d7(d) shall be payable on the Event Date and the first (1st) Business Day business day of each thirty (30) day period following the Event Date. Notwithstanding In no event will such damages exceed nine percent (9%) of the foregoing, if original principal amount of the only reason for the failure Notes. The payment of such damages shall be made by the Issuer to file Company (i) in cash, or (ii) in Common Stock, valued at the applicable Conversion Price (x) at the election of the Note holder prior the cash payment of damages by the Company, or (y) at the election of the Company, provided that in the case of clause (y) all such Common Stock so delivered is registered on the Registration Statement by the Filing Date or to cause and that the Registration Statement to be declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of then currently effective. All amounts paid as damages under this Section 11(d7(d) shall not be applicablecalled “Periodic Amounts.”

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a) hereof, 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 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 (any such failure or breach being referred to as an “Event,” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”), the Issuer Company shall pay an amount in cash as liquidated damages to each Holder, payable in cash or unregistered warrants to purchase shares of Common Stock at the Holder sole option of the Company, equal to one and a half percent (1.51 %) of the amount of this Note the Holder’s initial investment in the Common Shares for each calendar month thirty (30) day period or portion thereof 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 11(d7(e) exceed an aggregate of twenty eighteen percent (2018%) 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 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 Noteparagraph (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 Issuer Company pursuant to this Section 11(d7(e) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicable.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Holders agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder 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), (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness DateDate (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the 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 (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a2 hereof or (E) hereofthe Company has breached Section 3(n), or (EF) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the NYSE Amex OTC Bulletin Board or the Nasdaq Capital Market (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) Business Days in the aggregate without subsequent listing on another exchange (any such failure or breach being referred to as an “Event,” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three five (35) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen twenty Business Days, or for purposes of clause (15F) the date on which such three (3) Business DaysDay period is exceeded, being referred to as “Event Date”), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one 2.0% for the first calendar month (prorated for shorter periods) and a half percent 1.0% per calendar month thereafter (1.5%prorated for shorter periods) of the amount of this Note for each calendar month or portion thereof thereafter Holder’s initial investment in the 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 and sold by such Holder, 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 11(d7(e) that are within the control of the Company exceed an aggregate of twenty ten percent (2010%) of the amount Holder’s initial investment in the Preferred Stock. Notwithstanding anything to the contrary in this paragraph (e), if (I) any of this Notethe 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 deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Issuer Company pursuant to this Section 11(d7(e) shall be payable on the Event Date and the first (1st) Business Day business day of each thirty (30) day period following the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due anything to the pendency of a material acquisition contrary contained herein, in no event shall any liquidated damages be payable with respect to the Warrants or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableWarrant Shares.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Holder agree that the Holder will suffer damages if the Registration Statement is not filed on or prior to the Required Filing Date and or is not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (Ai) the Registration Statement is not filed on or prior to the Required Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (Cii) the Issuer 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 three five (35) Business Days of the date that the Issuer 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 (Diii) 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 in accordance with Section 11(a) hereofCommission, or (Eiv) trading in the Common Stock shall be suspended or if Company suspends the Common Stock is no longer quoted on or is delisted from use of the NYSE Amex (or other principal exchange on which the Common Stock is traded) for any reason Prospectus forming a part of such Registration Statement for more than three thirty (330) Business Days 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 aggregate 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 (any such failure or breach being referred to as an “Event,” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”), the Issuer Company shall pay an amount in cash as liquidated damages for such failure or breach and not as a penalty (the “Liquidated Damages”) to the Holder an amount equal to one and a half two percent (1.52%) of the amount purchase price of this Note the Shares, Warrants and AIRs paid by the Holder pursuant to the Purchase Agreement for each calendar month or portion thereof thereafter from thirty (30) day period, pro rated for any period less than thirty (30) days, following the Event Date until the applicable Event is has been cured; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time . Payments to time to any Holder be made pursuant to this Section 11(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(d8(d) shall be due and payable on in cash in arrears at the Event Date and the first (1st) Business Day end of each thirty (30) day period following period. The parties agree that the Event Date. Notwithstanding Liquidated Damages represent a reasonable estimate on the foregoingpart of the parties, if as of the only reason for date of this Agreement, of the failure amount of damages that may be incurred by the Issuer to file Holder if the Registration Statement by is not filed on or prior to the Required Filing Date or to cause the Registration Statement to be has not been declared effective by the Commission on or prior to the Effectiveness Date is due to and maintained in the pendency of a material acquisition manner contemplated herein during the Effectiveness Period or if any other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableEvent as described herein has occurred.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Holders agree that the Holder Holders will suffer damages if the a Registration Statement is not filed on or prior to 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 applicable Effectiveness Date and maintained in the manner contemplated herein during the applicable Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the a Registration Statement is not filed on or prior to the Filing Date, any Additional Filing Date or after notice from the Holders, as set forth in Section 2(b) hereof, or (B) the a Registration Statement is not declared effective by the Commission on or prior to the applicable Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a) hereofCommission, or (E) 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 NYSE Amex 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 (any such failure or breach being referred to as an “Event,” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “Event Date”), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one and a one-half percent (1.5%) of the amount of this Note the Holder’s initial investment in the Preferred Stock for each calendar month or portion thereof 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 11(d7(e) exceed an aggregate of twenty fifteen percent (2015%) 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 Noteparagraph (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 Issuer Company pursuant to this Section 11(d7(d) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding The parties agree that the foregoing, if liquidated damages set forth in this Section 7(e) shall be the only reason for exclusive remedy of the failure parties hereto with respect to the breaches by the Issuer to file the Registration Statement by the Filing Date or to cause the Registration Statement to be declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions Company of this Section 11(d) shall not be applicable.7(e). 237

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing DateDate other than as a result of (i) the Commission being unable to 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 Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (DC) 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 in accordance with Commission, or (D) the Company has breached Section 11(a) hereof3(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 NYSE Amex 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 (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses (A) and ), (B) the date on which such Event occurs, or for purposes of clauses (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (DC) after more than fifteen (15) Business Days, or for purposes of clause (D) the date on which such five (5) Business Day period is exceeded, being referred to as “"Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one and a one-half percent (1.5%) of the amount of this Note the Holder's initial investment in the Preferred Stock then held by the Holder for each calendar month or portion thereof 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 11(d7(e) exceed an aggregate of twenty percent (20%) of the amount of this Notethe Holder's initial investment in the Preferred Stock. Liquidated damages payable by the Issuer Company pursuant to this Section 11(d7(d) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicable.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a2(a) hereof, or (E) 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 NYSE Amex 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 (any such failure or breach being referred to as an “Event,” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (EF) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one and a half two percent (1.52%) of the amount of this Note the Holder’s initial investment in the Preferred Stock for each calendar month or portion thereof 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 11(d7(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 NoteSection shall be payable by the Company based on two percent (2%) of the portion of the Holder’s initial investment in the Preferred Stock 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. 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 Issuer Company pursuant to this Section 11(d7(d) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due anything to the pendency of a material acquisition contrary contained herein, in no event shall any liquidated damages be payable with respect to the Warrants or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableWarrant Shares.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a) hereofCommission, or (E) 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 NYSE Amex 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 (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “"Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder in cash equal to one and a one-half percent (1.5%) for the first calendar month (prorated for shorter periods) and one and one-quarter percent (1.25%) per calendar month thereafter (prorated for shorter periods) of the amount of this Note for each calendar month or portion thereof thereafter Holder's initial investment in the Notes, from the Event Date until the applicable Event is cured; provided, however, that in no event shall the amount of liquidated damages be payable at any time and from time to time to any Holder pursuant to this Section 11(d7(d) exceed an aggregate for a period in excess of twenty percent two hundred forty (20%240) of days from the amount of this Note. Liquidated damages payable by the Issuer pursuant to this Section 11(d) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the applicable Event Date. Notwithstanding anything to the foregoingcontrary in this paragraph (e), if (i) any of the only reason for the failure by the Issuer to file the Registration Statement by the Filing Date Events described in clauses (A), (B) or to cause the Registration Statement to be declared effective by the Effectiveness Date is due (C) shall have occurred, (ii) on or prior to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holderapplicable Event Date, the provisions 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. For purposes of clarity, any liquidated damages payable under this Section 11(d7(d) shall are not be applicablepayable per Event, but rather are the 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 Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Time or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness 135th day after the Closing Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three five (35) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a) hereofCommission, or (E) 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 NYSE Amex (or other principal exchange on which the Common Stock is traded) Nasdaq National Market for any reason for more than three (3) Business Days in the aggregate (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) five Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three Business Day period is exceeded, being referred to as “"Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one and a half percent (1.5%) of 3% for the amount of this Note for each first calendar month and 1.5% per calendar month thereafter or portion thereof thereafter of the Holder's initial investment in the Shares 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, howeverthat, that in no event shall the amount of 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. Notwithstanding anything to the contrary in this paragraph (e), if (i) any time 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 from time (III) the postponement or suspension permitted pursuant to time such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to any Holder occur on the second Business Day following the termination of such postponement or suspension. If the Company elects to pay in shares of Common Stock, the number of such shares of Common Stock to be issued to the Holders pursuant to this Section 11(d) exceed an aggregate of twenty percent paragraph (20%) of the amount of this Note. Liquidated damages payable by the Issuer pursuant to this Section 11(de) shall be payable based on the liquidated damage amount divided by the average closing bid price of the Common Stock for the five trading days prior to such Event Date and shall be issuable promptly upon receipt by the first (1st) Business Day Company of each thirty (30) day period following a written demand from a Holder made on or after the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicable.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a2(a) hereof, or (E) 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 NYSE Amex 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 (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “"Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one and a half two percent (1.52%) of the amount of this Note the Holder’s initial investment in the Preferred Stock for each calendar month or portion thereof 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 11(d7(e) exceed an aggregate of twenty fifteen percent (2015%) 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 NoteSection shall be payable by the Company based on two percent (2%) of the portion of the Holder’s initial investment in the Preferred Stock 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. 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 Issuer Company pursuant to this Section 11(d7(d) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due anything to the pendency of a material acquisition contrary contained herein, in no event shall any liquidated damages be payable with respect to the Warrants or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableWarrant Shares.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Holders agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by thirty-fifth (35th) day following the Commission on or prior to the Effectiveness Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occurPeriod. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (Ai) the Registration Statement is not filed on or prior to the Filing thirty-fifth (35th) day following the Closing Date, or (Bii) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 12d1-2 promulgated under the Securities Exchange Act within three five (35) Business Days of the date that the Issuer 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 (Diii) 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 PeriodPeriod due to an intentional and willful act by the Company, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective the Commission, except as otherwise permitted by the Commission in accordance with this Agreement, including pursuant to Section 11(a) hereof3(n), or (Eiv) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the NYSE Amex (any securities exchange, quotation system, market or other principal exchange over-the-counter bulletin board on which the Common Stock is traded) Registrable Securities are required hereunder to be listed (each an “Exchange”), without immediately being listed on any other Exchange, for any reason for more than three one (31) Business Days Day, other than pursuant to Section 3(n), due to an intentional and willful act by the Company, or (v) the rights of the Holders to exercise into Warrant Shares are suspended for any reason due to an intentional and willful act by the Company without the consent of the particular Holder other than as set forth in the aggregate Purchase Agreement (any such failure or breach being referred to as an “Event,” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”), the Issuer Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to one and a half percent (1.51%) of such Holder’s pro rata share of the amount of this Note purchase price paid by all Holders for each calendar month or portion thereof 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 Purchased Shares purchased and from time to time to any Holder then outstanding pursuant to this Section 11(d) exceed an aggregate of twenty percent (20%) of the amount of this Note. Liquidated damages payable by Purchase Agreement for the Issuer pursuant to this Section 11(d) shall be payable on the Event Date and the first (1st) Business Day of each initial thirty (30) day period following until the applicable Event Datehas been cured, which shall be pro rated for such periods less than thirty (30) days and one percent (1%) of such Holder’s pro rata share of the purchase price paid by all Holders for Purchased Shares purchased 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”). Notwithstanding Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the foregoingPeriodic Amount represents a reasonable estimate on the part of the parties, if as of the only reason for date of this Agreement, of the failure amount of damages that may be incurred by the Issuer to file the Registration Statement by the Filing Date or to cause the Registration Statement to be declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableHolders if an Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Holder agree that the Holder will suffer damages if the Registration Statement is not filed on or prior to the Required Filing Date and or is not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (Ai) the Registration Statement is not filed on or prior to the Required Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (Cii) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three five (35) Business Days of after the date that the Issuer 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 (Diii) the Registration Statement is filed with and declared effective by the Commission but thereafter (otherwise than as permitted by item (iv) below) 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 in accordance with Section 11(a) hereofCommission, or (Eiv) 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 no longer quoted on or is delisted from the NYSE Amex (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) consecutive Business Days in Days, or (vi) the aggregate Company has breached Section 3(m) of this Agreement (any such failure or breach being referred to as an “"Event,” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages for such failure or breach and not as a penalty (the "Liquidated Damages") to the Holder (or to its assignees, as the case may be) an amount equal to one and a half two percent (1.52%) of the amount purchase price of this Note the Preferred Stock and the Warrants paid by the initial Holder pursuant to the Purchase Agreement for each calendar month or portion thereof thereafter from thirty (30) day period, pro rated for any period less than thirty (30) days, following the Event Date until the applicable Event is has been cured; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time . Payments to time to any Holder be made pursuant to this Section 11(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(d8(d) shall be due and payable on in cash in arrears at the Event Date and the first (1st) Business Day end of each thirty (30) day period following period. The parties agree that the Event Date. Notwithstanding Liquidated Damages represent a reasonable estimate on the foregoingpart of the parties, if as of the only reason for date of this Agreement, of the failure amount of damages that may be incurred by the Issuer to file Holder if the Registration Statement by is not filed on or prior to the Required Filing Date or to cause the Registration Statement to be has not been declared effective by the Commission on or prior to the Effectiveness Date is due to and maintained in the pendency of a material acquisition manner contemplated herein during the Effectiveness Period or if any other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableEvent as described herein has occurred.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Time or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness DateDate (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 (CB) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three five (35) Business Days of the date that the Issuer 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 (DC) 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 in accordance with Section 11(a) hereofCommission, or (ED) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the NYSE Amex (or other principal exchange on which the Common Stock is traded) The Nasdaq National Market for any reason for more than three (3) Business Days in the aggregate aggregate, or (E) the conversion rights of the Holders are suspended for any reason, or (F) the Company has breached Section 3(n) (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses (A) and (BE) the date on which such Event occurs, or for purposes of clauses clause (C) and (EB) the date on which such three (3) Business Day five day period is exceeded, or for purposes of clause (DC) after more than fifteen (15) Business Days, or for purposes of clause (D) the date on which such three Business Day period is exceeded, being referred to as “"Event Date”"), the Issuer Company shall pay pay, at the option of the Holder, an amount in cash or shares of Common Stock, as liquidated damages to the each Holder equal to one and a half percent (1.5%) of 2.5% for the amount of this Note for each first calendar month and 1.5% per calendar month thereafter or portion thereof thereafter 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; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time . Payments to time to any Holder be made pursuant to this Section 11(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(d7(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 the foregoing, if the only reason for the failure liquidated damage amount divided by the Issuer to file Conversion Price (as defined in the Registration Statement by the Filing Date or to cause the Registration Statement to be declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableNotes).

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a) hereofCommission, or (E) 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 no longer quoted on or is delisted from the NYSE Amex 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 (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “"Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder in cash equal to one and a half percent (1.51.0%) of the amount of this Note for each calendar month or portion thereof thereafter (prorated for shorter periods) of the Holder's initial investment in the Notes, from the Event Date until the applicable Event is cured; provided. Notwithstanding anything to the contrary in this Section 7(d), howeverif (i) any of the Events described in clauses (A), that in no event (B), (C) or (D) shall have occurred, (ii) on or prior to the amount of liquidated damages payable at any time applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and from time to time to any Holder (iii) the postponement or suspension permitted pursuant to this such Section 11(d3(n) exceed an aggregate shall remain effective as of twenty percent (20%) such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of the amount of this Notesuch postponement or suspension. Liquidated damages payable by the Issuer Company pursuant to this Section 11(d7(d) shall be payable on the Event Date and the first (1st) Business Day business day of each thirty (30) day period following the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicable.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) 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 Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a) hereofCommission, or (E) 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 NYSE Amex (or other principal exchange on which the Common Stock is traded) OTC Bulletin Board for any reason for more than three (3) Business Days in the aggregate (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “"Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages to the Holder each Holder, payable in cash, equal to one and a half two percent (1.52%) of for the amount of this Note for each first calendar month or portion thereof thereafter of the Holder's initial investment in the Preferred Shares from the Event Date until and one and one quarter percent (1.25%) for each calendar month thereafter or portion thereof from the applicable Event Date until the Event is cured; provided. Notwithstanding anything to the contrary in this Section 7(d), howeverif (I) any of the Events described in clauses (A), that in no event (B) or (C) shall have occurred, (II) on or prior to the amount of liquidated damages payable at any time applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and from time to time to any Holder (III) the postponement or suspension permitted pursuant to this such Section 11(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(d3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be payable deemed instead to occur on the Event Date and the first second (1st2nd) Business Day of each thirty (30) day period following the Event Date. Notwithstanding the foregoing, if the only reason for the failure by the Issuer to file the Registration Statement by the Filing Date termination of such postponement or to cause the Registration Statement to be declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicablesuspension.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a2(a) hereof, or (E) 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 NYSE Amex 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 (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “"Event Date”"), the Issuer Company shall pay an amount in cash or registered Common Stock (at the Company’s sole discretion) to each Holder, as partial liquidated damages to the Holder and not as a penalty, equal to one and a half two percent (1.52%) of the amount of this Note the Holder’s initial investment in the Notes for each calendar month or portion thereof thereafter from the Event Date until the applicable Event is cured; provided, however, that (x) for those certain Registrable Securities not permitted to be 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 11(d7(e) exceed an aggregate of twenty eighteen percent (2018%) of the amount of the Holder’s initial investment in the Preferred Stock. Notwithstanding anything to the contrary in this Noteparagraph (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 Issuer Company pursuant to this Section 11(d7(e) shall be payable on the Event Date and 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 under this Section 7 (e) in registered Common Stock, 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, 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 declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the foregoing provisions of this Section 11(d7(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 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 be applicableexceed one hundred sixty (160) days from the 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 Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to 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 (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a) hereofCommission, or (E) 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 NYSE Amex 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 (any such failure or breach being referred to as an “Event,” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “Event Date”), the Issuer Company shall pay an amount in cash as liquidated damages to each Holder, either in cash or Series A warrants (as determined by dividing the Holder amount of liquidated damages by the Fixed Conversion Price as defined in the Series A Senior Convertible Note), an amount equal to one and a one-half percent (1.5%) of the amount of this Note the Holder’s initial investment in the Notes for each calendar month or portion thereof 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 11(d7(d) exceed an aggregate of twenty nine percent (209%) of the amount of the Holder’s initial investment in the Notes. Notwithstanding anything to the contrary in this Note. Liquidated damages payable by paragraph (e), if (i) any of the Issuer 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 11(d3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be payable deemed instead to occur on the Event Date and the first (1st) second Business Day of each thirty (30) day period following the Event Date. Notwithstanding the foregoing, if the only reason for the failure by the Issuer to file the Registration Statement by the Filing Date termination of such postponement or to cause the Registration Statement to be declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicablesuspension.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Holders agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the 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 (D) 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 in accordance with Section 11(a1.2(a) hereof, 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 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 hereof (any such failure or breach being referred to as an “Event,” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”), then the Issuer Company shall pay an amount in cash as liquidated damages to the Holder equal all Holders, pro rata according to one and their respective holdings of Registrable Securities, (i) a half percent (1.5%) of the one-time aggregate amount of this Note $250,000 in cash, plus (ii) for each calendar month or portion thereof 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 11(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 payable on the Event Date and the first (1st) Business Day of 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 foregoingcontrary 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 only reason for the failure by the Issuer to file the Registration Statement by the Filing Date Events described in clauses (A), (B), or to cause the Registration Statement to be declared effective by the Effectiveness Date is due (C) shall have occurred, (b) on or prior to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holderapplicable Event Date, the provisions of this Company shall have exercised its rights under Section 11(d1.3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 1.3(n) shall not remain effective as of such applicable Event Date, then the applicable Event Date shall be applicabledeemed instead to occur on the second Business Day following the termination of such postponement or suspension.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, other than permitted by Section 3(o) hereof, if (Ai) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness DateDate (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Debentures or shares of Preferred Stock, as applicable, are convertible exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), or (Cii) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under of the Securities Act within three five (35) Business Days of the date that the Issuer 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 (Diii) 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 in accordance with Section 11(a) hereofCommission, or (Eiv) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the NYSE Amex (or other principal exchange on which the Common Stock is traded) OTC Bulletin Board for any reason for more than three (3) Business Days in the aggregate aggregate, or (v) the conversion rights of the Holders are suspended for any reason, including by the Comany, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Debentures, 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 (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 (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”"EVENT"), the Issuer Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to each Holder an amount (the "LIQUIDATED DAMAGES") equal to 2% of such Holder's pro rata share of (A) the principal amount of the Debentures purchased and then outstanding pursuant to the Holder equal Purchase Agreement or (B) the Liquidation Preference Amount (as defined by the Company's Articles of Incorporation, as amended pursuant to one and a half percent (1.5%the Purchase Agreement) of the amount of this Note Preferred Stock exchanged for each calendar month or portion thereof 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 such Debentures and from time to time to any Holder outstanding pursuant to this Section 11(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 payable on the Event Date and the first (1st) Business Day of Exchange Agreement, for each thirty (30) day period following until the applicable Event Date. Notwithstanding has been cured, which shall be pro rated for any period less than thirty (30) days (the foregoing"PERIODIC AMOUNT"); PROVIDED, if HOWEVER, that in the only reason for case of the Company's failure by the Issuer to file the Registration Statement on or prior to the Filing Date, the Periodic Amount shall not be pro rated for any period less than thirty (30) days, but rather rounded up to the next full thirty (30) day period for any portion thereof prior to being cured. 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 funds or as an accrual to the Outstanding Principal Amount (as defined in the Debentures) or the Liquidation Preference Amount. 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 Holders if the Registration Statement is not filed on or prior to the Filing Date or to cause the Registration Statement to be has not been declared effective by the Commission on or prior to the Effectiveness Date is due to and maintained in the pendency of a material acquisition manner contemplated herein during the Effectiveness Period or if any other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableEvent as described herein has occurred.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Commission, or (E) the Company has breached Section 11(a3(n) hereof, or (EF) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the NYSE Amex 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 (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “"Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one and a half two percent (1.52.0%) of the amount of this Note the Holder’s initial investment in the Preferred Stock for each calendar month or portion thereof 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 11(d7(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 payable by the Company based on two percent (2%) of the portion of the Holder’s initial investment in the Preferred Stock 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 Noteparagraph (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 Issuer Company pursuant to this Section 11(d7(d) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due anything to the pendency of a material acquisition contrary contained herein, in no event shall any liquidated damages be payable with respect to the Warrants or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableWarrant Shares.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (Ai) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness DateDate (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the 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 within the time periods set forth in Section 2(a)), or (Cii) the Issuer 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 three five (35) Business Days of the date that the Issuer 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 (Diii) 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 in accordance with Section 11(a) hereofCommission, or (Eiv) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the NYSE Amex (or other principal exchange on which the Common Stock is traded) OTC Bulletin Board for any reason for more than three (3) Business Days in the aggregate aggregate, or (v) the conversion rights of the Holders 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 Certificate 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 (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 (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”"EVENT"), the Issuer Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to 2% of such Holder's pro rata share of the purchase price paid by all Holders for all shares of Series K Preferred Stock purchased and then outstanding pursuant to the Holder equal to one and a half percent (1.5%) of Purchase Agreement for the amount of this Note for each calendar month or portion thereof 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 11(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 payable on the Event Date and the first (1st) Business Day of each initial thirty (30) day period following until the applicable Event Datehas been cured, which shall be pro rated for such periods less than thirty (30) days and 3% of such Holder's pro rata share of the purchase price paid by all Holders for all shares of Series K Preferred Stock purchased 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 (30) days (the "PERIODIC AMOUNT"). Notwithstanding Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the foregoingPeriodic Amount represents a reasonable estimate on the part of the parties, if as of the only reason for date of this Agreement, of the failure amount of damages that may be incurred by the Issuer to file Holders if the Registration Statement by is not filed on or prior to the Filing Date or to cause the Registration Statement to be has not been declared effective by the Commission on or prior to the Effectiveness Date is due to and maintained in the pendency of a material acquisition manner contemplated herein during the Effectiveness Period or if any other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableEvent as described herein has occurred.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Time or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness 120th day after the Closing Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three five (35) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a) hereofCommission, or (E) 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 NYSE Amex (or other principal exchange on which the Common Stock is traded) OTC Bulletin Board for any reason for more than three (3) five Business Days in the aggregate (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) five Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such five Business Day period is exceeded, being referred to as “"Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one and a half two percent (1.52.0%) of the amount of this Note for each calendar month or portion thereof thereafter of the Holder's initial investment in the Shares from the Event Date until the applicable Event is cured; provided, howeverthat, that in no event shall the amount of 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. Notwithstanding anything to the contrary in this paragraph (e), if (I) any time 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 from time (III) the postponement or suspension permitted pursuant to time such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to any Holder occur on the second Business Day following the termination of such postponement or suspension. If the Company elects to pay in shares of Common Stock, the number of such shares of Common Stock to be issued to the Holders pursuant to this Section 11(d) exceed an aggregate of twenty percent paragraph (20%) of the amount of this Note. Liquidated damages payable by the Issuer pursuant to this Section 11(de) shall be payable based on the liquidated damage amount divided by the average closing bid price of the Common Stock for the five trading days prior to such Event Date and shall be issuable promptly upon receipt by the first (1st) Business Day Company of each thirty (30) day period following a written demand from a Holder made on or after the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicable.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(aSECTION 2(A) hereof, or (E) 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 NYSE Amex 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 (any such failure or breach being referred to as an “Event"EVENT,” " and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “Event Date”"EVENT DATE"), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one and a half two percent (1.52%) of the amount of this Note the Holder's initial investment in the Preferred Stock for each calendar month or portion thereof thereafter from the Event Date until the applicable Event is cured; providedPROVIDED, howeverHOWEVER, 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 11(dSECTION 7(E) exceed an aggregate of twenty fifteen percent (2015%) 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 NoteSection shall be payable by the Company based on two percent (2%) of the portion of the Holder's initial investment in the Preferred Stock 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. 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 Issuer Company pursuant to this Section 11(dSECTION 7(D) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicable.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Commission, or (E) the Company has breached Section 11(a3(n) hereof, or (EF) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the NYSE Amex Nasdaq Capital Market (or other principal exchange on which the Common Stock is traded) for any reason for more than three five (35) consecutive Business Days in the aggregate (any such failure or breach being referred to as an “Event,” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three five (35) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “Event Date”), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one and a one-half percent (1.5%) for the first calendar month (pro rated for shorter periods) and one percent (1.0%) per calendar month thereafter (pro rated for shorter periods) of the amount of this Note for each calendar month or portion thereof thereafter the Holder’s initial investment in the Preferred Stock from the Event Date until the applicable Event is cured; provided, however, that in no event . The Company shall the amount of not be liable for liquidated damages payable at any time and from time to time under this Agreement as to any Holder 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 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 contained herein to the contrary, in the event all of the Registrable Securities are not registered on an effective Registration Statement by July 31, 2008, liquidated damages pursuant to this Section 11(d7(e) exceed shall accrue with respect to all of such Registrable Securities that are not then registered pursuant to an aggregate effective Registration Statement, notwithstanding the Commission’s application of twenty percent Rule 415. Notwithstanding anything to the contrary in this paragraph (20%e), if (a) any of the amount 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 in good faith 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 this Notesuch 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 Issuer Company pursuant to this Section 11(d7(d) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due anything to the pendency of a material acquisition contrary contained herein, in no event shall any liquidated damages be payable with respect to the Warrants or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableWarrant Shares.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Investors agree that the Holder Holders will suffer damages if the a Registration Statement is not filed on or prior to 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 applicable Effectiveness Date and maintained in the manner contemplated herein during the applicable Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the a Registration Statement is not filed on or prior to the Filing Date, any additional Filing Date or after notice from the Holders, as set forth in Section 1.2(b) hereof, or (B) the a Registration Statement is not declared effective by the Commission SEC on or prior to the applicable Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a) hereofCommission, 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 NYSE Amex 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 (any such failure or breach being referred to as an “Event,” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “Event Date”), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one and a half percent (1.51.0%) of the amount of this Note the Holder’s initial investment in the Units for each calendar month or portion thereof 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 11(d) 3.14 exceed an aggregate of twenty ten percent (2010%) 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 NoteSection 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 Issuer Company pursuant to this Section 11(d7(d) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding The parties agree that the foregoing, if liquidated damages set forth in this Section 3.14 shall be the only reason for exclusive remedy of the failure parties hereto with respect to the breaches by the Issuer to file the Registration Statement by the Filing Date or to cause the Registration Statement to be declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions Company of this Section 11(d) shall not be applicable3.14.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder 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), (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Dateone hundred twentieth (120th) day after the Closing Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the 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 (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a) 2 hereof, or (E) 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 NYSE Amex (or other principal exchange on which the Common Stock is traded) OTC Bulletin Board for any reason for more than three (3) Business Days in the aggregate (any such failure or breach being referred to as an “Event,” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “Event Date”), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one and a half two percent (1.52%) of for the amount of this Note for each first calendar month or portion thereof and one percent (1%) per calendar month thereafter or portion thereof of the Holder’s initial investment in the 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 thirtieth (30th) day prior to the applicable Event Date), less any amount of Preferred Stock that has been converted and sold by such Holder, until the applicable Event is cured; provided. Notwithstanding anything to the contrary in this paragraph (e), howeverif (I) any of the Events described in clauses (A), that in no event (B) or (C) shall have occurred, (II) on or prior to the amount of liquidated damages payable at any time applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and from time to time to any Holder (III) the postponement or suspension permitted pursuant to this such Section 11(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(d3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be payable deemed instead to occur on the Event Date and the first (1st) second Business Day of each thirty (30) day period following the Event Date. Notwithstanding the foregoing, if the only reason for the failure by the Issuer to file the Registration Statement by the Filing Date termination of such postponement or to cause the Registration Statement to be declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicablesuspension.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Holders agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occurPeriod. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (Ai) the Registration Statement is not filed on or prior to the Filing Date, or (Bii) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three five (35) Business Days of the date that the Issuer 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 (Diii) the Company fails to respond to comments from the Commission with regard to a Registration Statement within thirty (30) days of receipt thereof, 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 by a subsequent Registration Statement filed with and declared effective by the Commission in accordance with Commission, except as otherwise permitted pursuant to Section 11(a) hereof3(n), or (Ev) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the NYSE Amex (any securities exchange, quotation system, market or other principal exchange over-the-counter bulletin board on which the Common Stock is traded) Registrable Securities are required hereunder to be listed (each an "EXCHANGE"), without immediately being listed on any other Exchange, for any reason for more than three one (31) Business Days in the aggregate Day, other than pursuant to Section 3(n) (any such failure or breach being referred to as an “Event,” "EVENT"), the Company shall pay in cash as liquidated damages for such failure and for purposes of clauses not as a penalty to each Holder an amount equal to (as applicable) (A) in the case of an Event as described in clause (i) above (and only such an Event), two percent (2%) of such Holder's Note Amount (as defined below) (which shall be payable one time only with respect to the occurrence or continued occurrence of an Event pursuant to clause (i) above) (the "FIXED AMOUNT") and (B) in the date on which such Event occurscase of any Event, or for purposes of clauses (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”), the Issuer shall pay an amount in cash as liquidated damages to the Holder equal to one and a one-half percent (1.5%) of the amount of this such Holder's Note Amount for each calendar month or portion thereof 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 11(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 payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the occurrence of the Event Dateuntil 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. The parties agree that the Fixed Amount and the Periodic Amount 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 the Filing Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred. Notwithstanding the foregoing, if the only reason for Company shall remain obligated to cure the failure breach or correct the condition that caused the Event, and the Holder shall have the right to take any action necessary or desirable to enforce such obligation. "NOTE AMOUNT" shall mean the face principal amount of Notes purchased by the Issuer to file the Registration Statement by the Filing Date or to cause the Registration Statement to be declared effective by the Effectiveness Date is due applicable Purchaser pursuant to the pendency of a material acquisition Purchase Agreement. A Periodic Amount shall not accrue or other Fundamental Transaction approved in advance by the Holder, the provisions of be payable pursuant to this Section 11(d7(e) shall not be applicablewith respect to more than one Event outstanding at any time.

Failure to File Registration Statement and Other Events. The Issuer agrees -------------------------------------------------------- Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Commission, or (E) the Company has breached Section 11(a3(n) hereof, or (EF) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the NYSE Amex 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 (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses (A) and (B) ----- the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “"Event Date”"), the Issuer Company shall pay an amount in cash as liquidated ----------- damages to the each Holder equal to one and a half two percent (1.52%) of the amount of this Note the Holder's initial investment in the Notes for each calendar month or portion thereof 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 11(d7(e) exceed an aggregate of twenty sixteen percent (2016%) of the amount of the Holder's initial investment in the Notes. Notwithstanding anything to the contrary in this Noteparagraph (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 Issuer Company pursuant to this Section 11(d7(d) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due anything to the pendency of a material acquisition contrary contained herein, in no event shall any liquidated damages be payable with respect to the Warrants or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableWarrant Shares.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Holders agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date Deadline and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occurPeriod. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (Ai) the Registration Statement is not filed on or prior to the Filing DateDeadline, or (Bii) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three five (35) Business Days of the date that the Issuer 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 (Diii) 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 the Commission, except as otherwise permitted by the Commission in accordance with this Agreement, including pursuant to Section 11(a) hereof3(n), or (Ev) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the NYSE Amex (any securities exchange, quotation system, market or other principal exchange over-the-counter bulletin board on which the Common Stock is traded) Registrable Securities are required hereunder to be listed (each an “Exchange”), without immediately being listed on any other Exchange, for any reason for more than three one (31) Business Days in Day, other than pursuant to Section 3(n), or (vi) the aggregate exercise rights of the Holders under the Warrants are suspended for any reason without the consent of the particular 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 (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”), the Issuer shall pay an amount in cash then as liquidated damages for such failure or breach and not as a penalty, the Company shall issue to the Holder each month during the continuance of such Event (pro rated for any partial month) a number of shares of Common Stock equal to one and 2.5% of the number of shares of Common Stock purchased by Purchaser pursuant to the Purchase Agreement until the applicable Event has been cured. The parties agree that such payment represents a half percent (1.5%) reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of this Note for each calendar month or portion thereof thereafter from the Event Date until the applicable Event is cured; provided, however, damages 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 11(d) exceed an aggregate of twenty percent (20%) of the amount of this Note. Liquidated damages payable may be incurred by the Issuer pursuant Holders if the Registration Statement is not filed on or prior to this Section 11(d) shall be payable on Filing Deadline and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Dateas described herein has occurred. Notwithstanding the foregoing, if the only reason for Company shall remain obligated to cure the failure by breach or correct the Issuer condition that caused the Event, and the Holder shall have the right to file the Registration Statement by the Filing Date take any action necessary or desirable to cause the Registration Statement to be declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableenforce such obligation.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness DateDate (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which 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 (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a) 2 hereof, or (E) 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 or is delisted from the NYSE Amex 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 (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “"Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one and a half two percent (1.52%) of the amount of this Note for each calendar month or portion thereof thereafter (prorated for shorter periods) of the Holder’s initial investment in the 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 11(d7(e) exceed an aggregate of twenty percent (20%) of the amount of the Holder’s initial investment in the Preferred Stock. Notwithstanding anything to the contrary in this Noteparagraph (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 Issuer Company pursuant to this Section 11(d7(e) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due anything to the pendency of a material acquisition contrary contained herein, in no event shall any liquidated damages be payable with respect to the Warrants or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableWarrant Shares.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Buyers agree that the Holder Holders will suffer damages if the Registration Statement required by Section 2(a) above is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Period, or if certain other events occur. The Issuer Company and the Holder 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 (Ai) the a required Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or Date (C) the Issuer fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer is notified (orally or in writing, whichever is earlier) by the Commission that a event an additional Registration Statement will is filed because the actual number of Warrant Shares exceeds the number of shares of Common Stock initially registered is not be “reviewed,” or not subject to further reviewfiled and declared effective within the time periods set forth in Section 2(a)), or (Dii) the a 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 in accordance with Section 11(a) hereofCommission, or (Eiii) trading in the Common Stock shall be suspended or if the Common Stock is no longer ceases to be quoted on or is delisted from the NYSE Amex (or other principal exchange on which the Common Stock is traded) OTC Bulletin Board for any reason for more than three sixty (360) Business Days days in the aggregate or (iv) the exercise rights of a Holder are suspended by the Company (any such circumstance, failure or breach being referred to as an “"Event,” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”"), the Issuer Company shall pay an amount to each Holder in cash as liquidated damages to the Holder for such failure, and not as a penalty, an amount equal to one and a half percent (1.5%) 2% of the original principal amount of this Note the Notes issued to such Holder for each calendar month or portion thereof 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 11(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 payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following until the applicable Event Datehas been cured, which shall be pro rated for periods of less than thirty (30) days (the "Periodic Amount"). Notwithstanding Subject to a Holder's right to add such Periodic Amount on to the foregoingprincipal amount of a Note (as provided in the Note), payments to be made pursuant to this Section 8(c) shall be due and payable immediately upon demand in immediately available funds. 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 a Holder if the only reason for the failure by the Issuer to file the a Registration Statement by is not filed on or prior to the Filing Date or to cause the Registration Statement to be has not been declared effective by the Commission on or prior to the Effectiveness Date is due to and maintained in the pendency of a material acquisition manner contemplated herein during the Effectiveness Period or if any other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableEvent as described herein has occurred.

Failure to File Registration Statement and Other Events. The Issuer agrees ------------------------------------------------------- Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Time or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (Ai) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness DateDate (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the 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 within the time periods set forth in Section 2(a)), or (Cii) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 12d1-2 promulgated under the Securities Exchange Act within three five (35) Business Days of the date that the Issuer 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 (Diii) 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 in accordance with Section 11(a) hereofCommission, or (Eiv) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the NYSE Amex (or other principal exchange on which the Common Stock is traded) OTC Bulletin Board for any reason for more than three (3) Business Days in the aggregate aggregate, or (v) the conversion rights of the Holders 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 Certificate 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 (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 (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages for such failure ----- and not as a penalty to the each Holder an amount equal to one and a half percent (1.51%) of such Holder's pro rata share of the amount purchase price paid by all Holders for all shares of this Note the Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each calendar month or portion thereof thereafter from the Event Date initial thirty (30) day period until the applicable Event is has been cured; provided, however, that in no event which shall the amount of liquidated damages payable at any time be pro rated for such periods less than thirty (30) days and from time to time to any Holder pursuant to this Section 11(d) exceed an aggregate of twenty two percent (202%) of the amount of this Note. Liquidated damages payable by the Issuer pursuant to this Section 11(d) shall be payable on the Event Date and the first (1st) Business Day of such Holder's pro rata share for each thirty (30) day period following thereafter until the applicable Event Datehas been cured (which shall be also pro rated, as aforesaid) (the "Periodic Amount"). Notwithstanding Payments to be made pursuant --------------- to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the foregoingPeriodic Amount represents a reasonable estimate on the part of the parties, if as of the only reason for date of this Agreement, of the failure amount of damages that may be incurred by the Issuer to file Holders if the Registration Statement by is not filed on or prior to the Filing Date or to cause the Registration Statement to be has not been declared effective by the Commission on or prior to the Effectiveness Date is due to and maintained in the pendency of a material acquisition manner contemplated herein during the Effectiveness Time or if any other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall Event as described herein has occurred and not be applicablebeen cured.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchaser agree that the Holder will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Time or if certain other events occur. The Issuer Company and the Holder further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness DateDate (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock issuable pursuant to a Put 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(a)), or (CB) the Issuer 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 three five (35) Business Days of the date that the Issuer 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 (DC) 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 in accordance with Section 11(a) hereofCommission, or (ED) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the NYSE Amex (OTC Bulletin Board or other principal exchange on which the Common Stock is traded) The Nasdaq SmallCap Market or for any reason for more than three (3) consecutive Business Days Days, or (E) the Company breaches in a material respect any covenant or other material term or condition to this Agreement or the aggregate 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 (F) the Company has breached Section 3(n) (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses clause (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (EB) the date on which such three (3) Business Day five day period is exceeded, or for purposes of clause (DC) after more than fifteen (15) Business Days, or for purposes of clause (D) the date on which such three Business Day period is exceeded, or for clause (E) the date on which such thirty day period is exceeded, being referred to as “"Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages to the Holder an amount equal to one $1,000 per day for so long as more than 10,000 shares of Common Stock are held by the Purchaser (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. The parties agree that the Periodic Amount represents a half percent (1.5%) reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of this Note for each calendar month damages that may be incurred by the Holder if the Registration Statement is not maintained in the manner contemplated herein during the Effectiveness Period or portion thereof thereafter from if any other Event as described herein has occurred. Additionally, if the Event Date until Registration Statement is not declared effective by the applicable Event is cured; providedEffectiveness Date, however, that in no event shall the amount of liquidated damages payable at any time and from time Commitment Warrants issued to time to any the Holder pursuant to this Section 11(d) exceed an aggregate of twenty shall increase by five percent (205%) of the amount of this Note. Liquidated damages payable by the Issuer pursuant to this Section 11(d) shall be payable on the Event Date and the first (1st) Business Day of for each thirty (30) day period following the Event Date. Notwithstanding the foregoing, if the only reason for the failure by the Issuer to file that the Registration Statement by is not declared effective after the Filing Date or to cause Effectiveness Date. If the Registration Statement to be is not declared effective by the Effectiveness Date is due to 150th day after the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holderdate hereof, the provisions of this Section 11(d) Holder shall not be applicablehave the right to terminate the Commitment and retain the Commitment Warrants.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Buyers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 Business Days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (E) 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 in accordance with Commission, or (F) the Company has breached Section 11(a3(n) hereof, or (EG) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the NYSE Amex OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) consecutive Business Days in the aggregate (any such failure or breach being referred to as an “Event,” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) the date on which such twenty (20) Business Day period is exceeded, or for purposes of clause (E) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such thirty (30) or forty-five (45) calendar day period is exceeded, or for purposes of clause (G) the date on which such three (3) Business Day period is exceeded, being referred to as “Event Date”), then, in addition to any other rights the Issuer Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to the Holders an amount in cash cash, as partial liquidated damages to the Holder and not as a penalty, equal to one and a half percent (1.51%) of the amount of this Note for each calendar month or portion thereof thereafter from the Event Date until Holder’s initial investment in the applicable Event is curedNotes and Warrants; provided, however, that in no event that, if the Holder has converted any portion of the Note (the “Converted Note”) and sold any of the shares issued on such conversion prior to an Event Date, such initial investment amount shall be reduced by the amount principal of the Converted Note attributable to such sold shares for purposes of calculating any liquidated damages payable at any time and from time to time the Holders with respect to any Holder the corresponding Event. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. Notwithstanding anything to the contrary in this Section 11(dparagraph (e), if (a) exceed an aggregate of twenty percent (20%) any of the amount Events described in clauses (A), (B), (C), (D), (E) or (G) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised in good faith 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 this Notesuch 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 Issuer Company pursuant to this Section 11(d7(e) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicable.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Investors agree that the Holder Holders will suffer damages if the a Registration Statement registering all of the Initial Registrable Securities is not filed on or prior to the Initial Filing Date or any Additional Registration Statement registering any Additional Registrable Securities is not filed on or prior to any Additional Filing Deadline, as applicable, and not declared effective by the Commission on or prior to the Effectiveness Date or the Additional Effectiveness Deadline, as applicable, and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precisionprecision and that the following constitutes a reasonable estimate by all parties of a reasonable amount of such damages. Accordingly, if (A) the a Registration Statement is not filed on or prior to the Initial Filing DateDate or any Additional Filing Deadline, as applicable, or (B) the a Registration Statement is not declared effective by the Commission on or prior to the Effectiveness DateDate or the Additional Effectiveness Deadline, as applicable, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) the a Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities registered on such Registration Statement 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 in accordance with Commission, or (E) the Company has breached Section 11(a3(n) hereof, or (EF) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the NYSE Amex (or other principal exchange on which the Common Stock is traded) Principal Market for any reason for more than three (3) Business Days in the aggregate aggregate, or (G) the Commission does not permit the Company to register all of the Initial Registrable Securities in the Initial Registration Statement (as applied only to the Cutback Shares) or (II) a Registration Statement is for any other reason (other than through the fault of one or more Investors) not declared effective by the Commission (any such failure or breach being referred to as an “Event,” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business DaysDays from the date the Registration Statement ceases to be effective, or for purposes of clause (E) the date of such breach, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (G) the date on which the Company acknowledges to the Commission that the Initial Registration Statement will not include all of the Initial Registrable Securities being referred to as the “Event Date”), the Issuer Company shall pay an amount make payments in cash or registered shares of Common Stock at the Holder’s sole option to each Holder as provided in the next sentence as liquidated damages to the Holder equal to one and not as a half percent (1.5%) of the amount of this Note penalty. The payments shall be made for each calendar month or portion thereof thereafter (pro rated for periods less than a calendar month) from the Event Date until the applicable Event is curedcured in the amount that is equal to (i) for the Events described in clauses (A)-(F) and (H) above, two percent (2.0%) of the product of the aggregate number of Conversion Shares, PEM Common Shares, PEM Warrant Shares, IGT Warrant Shares and Interest Shares (to the extent they continue to be Registrable Securities) multiplied by the greater of $1.50 or the closing price of the Common Stock on the last trading day prior to the Closing Date, and (ii) for the Event described in clause (G) above, one percent (1.0%) of the product of the aggregate number of Cutback Shares (to the extent they continue to be Registrable Securities) multiplied by the greater of $1.50 or the closing price of the Common Stock on the last trading day prior to the Closing Date; provided, however, provided that in no event (i) shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 11(d7(e) in the aggregate exceed an aggregate of twenty ten percent (2010.0%) of the product of the aggregate number of Conversion Shares, PEM Common Shares, PEM Warrant Shares, IGT Warrant Shares and Interest Shares included in the Initial Registrable Securities multiplied by the greater of $1.50 or the closing price of the Common Stock as of the last trading day prior to the Closing Date or (ii) shall the amount of liquidated damages payable at any time and from time to time pursuant to this NoteSection 7(e) in the aggregate with respect to Events described in clause (G) exceed $500,000. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D), (F) or (G) 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. If the Holder elects to be paid liquidated damages in registered shares of Common Stock (any such shares being referred to as “Event Shares”), the number of such shares of Common Stock to be issued to the Holders pursuant to this paragraph (e) shall be an amount equal to the quotient of (i) the liquidated damage amount calculated pursuant to this paragraph (e), divided by (ii) the average of the VWAP for the twenty (20) trading days immediately preceding such Event Date. Liquidated damages payable by the Issuer Company pursuant to this Section 11(d7(e) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicable.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Holders agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by forty-fifth (45th) day following the Commission on or prior to the Effectiveness Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occurPeriod. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (Ai) the Registration Statement is not filed on or prior to the Filing forty-fifth (45th) day following the Closing Date, or (Bii) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three five (35) Business Days of the date that the Issuer 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 (Diii) 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 the Commission, except as otherwise permitted by the Commission in accordance with this Agreement, including pursuant to Section 11(a) hereof3(n), or (Eiv) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the NYSE Amex (Nasdaq or any other principal exchange securities exchange, quotation system, market or over-the-counter bulletin board on which the Common Stock is traded) Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than three one (31) Business Days in Day, other than pursuant to Section 3(n), or (v) the aggregate exercise rights of the Holders under the Warrants are suspended for any reason without the consent of the particular Holder, or (vi) 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 (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to one and a half two percent (1.52%) of such Holder's pro rata share of the amount of this Note purchase price paid by all Holders for each calendar month or portion thereof 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 Shares purchased and from time to time to any Holder then outstanding pursuant to this Section 11(d) exceed an aggregate of twenty percent (20%) of the amount of this Note. Liquidated damages payable by Purchase Agreement for the Issuer pursuant to this Section 11(d) shall be payable on the Event Date and the first (1st) Business Day of each initial thirty (30) day period until the applicable Event 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 Shares purchased 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 8(e) shall be due and payable immediately upon demand in immediately available cash funds. 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 Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event Dateas described herein has occurred. Notwithstanding the foregoing, if the only reason for Company shall remain obligated to cure the failure by breach or correct the Issuer condition that caused the Event, and the Holder shall have the right to file the Registration Statement by the Filing Date take any action necessary or desirable to cause the Registration Statement to be declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableenforce such obligation.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Holders agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, ; or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, ; or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a2(a) hereof, ; or (E) 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 NYSE Amex 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 for any twelve month period, (any such failure or breach being referred to as an “Event,” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (EF) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”), then the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one and a half percent (1.51%) of the amount of this Note the Holder’s initial investment in the Units for each calendar month or portion thereof 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 11(d7(e) exceed an aggregate of twenty ten percent (2010%) 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 included in the Registration Statement because of its application of Rule 415, liquidated damages payable pursuant to this NoteSection 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 Issuer Company pursuant to this Section 11(d7(f) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due anything to the pendency of a material acquisition contrary contained herein, in no event shall any liquidated damages be payable with respect to the Warrants or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableWarrant Shares.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Issuer 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 (D) 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 in accordance with Commission, or (E) the Company has breached Section 11(a3(n) hereof, or (EF) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the NYSE Amex 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 (any such failure or breach being referred to as an “"Event,” " and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “"Event Date”"), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one and a half two percent (1.52.0%) of the amount of this Note the Holder’s initial investment in the Preferred Stock for each calendar month or portion thereof 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 11(d7(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 payable by the Company based on two percent (2%) of the portion of the Holder’s initial investment in the Preferred Stock that corresponds to the number of such 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 the events specified above in (A) though (F). Notwithstanding anything to the contrary in this Noteparagraph (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 Issuer Company pursuant to this Section 11(d7(d) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding the 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 declared effective by the Effectiveness Date is due anything to the pendency of a material acquisition contrary contained herein, in no event shall any liquidated damages be payable with respect to the Warrants or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) shall not be applicableWarrant Shares.

Failure to File Registration Statement and Other Events. The Issuer agrees Company and the Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Issuer Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness 120th day after the Closing Date, or (C) the Issuer Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three five (35) Business Days of the date that the Issuer 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 (D) 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 in accordance with Section 11(a) hereofCommission, or (E) 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 no longer quoted on or is delisted from both The Nasdaq SmallCap Market and the NYSE Amex (or other principal exchange on which the Common Stock is traded) OTC Bulletin Board for any reason for more than three (3) five Business Days in the aggregate (any such failure or breach being referred to as an “Event,” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses clause (C) and (E) the date on which such three (3) five Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such five Business Day period is exceeded, being referred to as “Event Date”), the Issuer Company shall pay an amount in cash as liquidated damages to the each Holder equal to one 2% for the first thirty (30) day period and a half percent 1% per thirty (1.5%30) of the amount of this Note for each calendar month day period thereafter or portion thereof thereafter of the Holder’s initial investment in the Shares 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, howeverthat, 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 in no event the Company shall the amount of not incur liquidated damages payable at 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 time 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 from time (III) the postponement or suspension permitted pursuant to time such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to any Holder occur on the second Business Day following the termination of such postponement or suspension. Payments to be made pursuant to this Section 11(d7(e) exceed an aggregate shall be due and payable immediately upon demand at the option of twenty percent (20%) the Holders in cash. 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 this Note. Liquidated damages payable that may be incurred by the Issuer pursuant Holders if the Registration Statement is not filed on or prior to this Section 11(d) shall be payable the Filing Date or has not been declared effective by the Commission on or prior to the Event Effectiveness Date and maintained in the first (1st) Business Day of each thirty (30) day period following manner contemplated herein during the Effectiveness Period or if any other Event Dateas described herein has occurred. Notwithstanding the 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 declared effective by the Effectiveness Date is due to the pendency of a material acquisition or other Fundamental Transaction approved in advance by the Holder, the provisions of this Section 11(d) Company shall not be applicableobligated to pay liquidated damages for a delay or suspension of effectiveness as a result of the Blackout Period.