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

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review (any such failure being referred to as an "Event"), the Company shall pay as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for the Shares purchased pursuant to the Purchase Agreement for each thirty (30) day period following such Event until the applicable Event has been cured, which amount shall be pro rated for any period less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a) shall be due and payable immediately upon demand in cash or, at the option of the Holder, in shares of Common Stock. 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 has not been declared effective by the Commission on or prior to the Effectiveness Date.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (iiC) the Company fails to file 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 request for acceleration subsequent Registration Statement filed with and declared effective by the Commission in accordance with Rule 461 promulgated under the Securities Act within five (5Section 1.2(a) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review 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 clause (C) after more than fifteen (15) Business Days, being referred to as an “Event Date”), then the Company shall pay as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent (2%) of such Holder's all Holders, pro rata share according to their respective holdings of the purchase price paid by all Holders for the Shares purchased pursuant Registrable Securities, (i) a one-time aggregate amount of $250,000 pro rata according to the Purchase Agreement their respective holdings of Registrable Securities, in cash, plus (ii) for each thirty (30) day period following after such Event until Date during which such Event continues, an aggregate amount of cash equal to one percent (1%) of the applicable Event has been curedaggregate principal amount then outstanding under the Notes up to a total of 5%; provided, which amount that no liquidated damages shall be pro rated for any period less than thirty (30) days (the "Periodic Amount"). Payments payable with respect to Registrable Securities that may be made sold pursuant to this Rule 144. Liquidated damages payable by the Company pursuant to Section 7(a2.6(i) shall be due payable on the first Business Day following the Event Date, and liquidated damages payable immediately upon demand in cash by the Company pursuant to Section 2.6(ii) shall be payable on the thirtieth (30th) day (or, at if such day is not a Business Day, then on the option first Business day following) following the Event Date, and on each 30th day thereafter, until such Event is cured. 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 2.6, if (a) any of the HolderEvents described in clauses (A), in shares of Common Stock. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties(B), as of the date of this Agreementor (C) shall have occurred, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed (b) on or prior to the Filing applicable Event Date, the Company shall have exercised its rights under Section 1.5 hereof and (c) the postponement or suspension permitted pursuant to such Section 1.5 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 has not been declared effective by the Commission on or prior to the Effectiveness Datesuspension.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review 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 promptly by a subsequent Registration Statement filed with and declared effective by the Commission, 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 the OTC Bulletin Board for any reason for more than three 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 clause (C) the date on which such five Business Day period is exceeded, or for purposes of clause (D) after more than fifteen 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 Company shall pay an amount as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount Holder, payable in cash or shares of Common Stock at the Company's option, equal to two (i) one percent (21%) of such Holder's pro rata share of the purchase price paid by all Holders for the Shares purchased pursuant to the Purchase Agreement for each thirty (30) day period following such Event until the applicable Event has been cured, which amount shall be pro rated for any period less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a) shall be due and payable immediately upon demand in cash or, at the option calendar month or portion thereof of the Holder, 's initial investment in the Shares from the Event Date if the Company elects to pay such liquidated damages in cash or (ii) one percent (1%) for each calendar month or portion thereof of the Holder's initial investment in the Shares from the Event Date if the Company elects to pay such liquidated damages in shares of Common Stock. The parties agree that Notwithstanding anything to the Periodic Amount represents a reasonable estimate on the part contrary in this Section 7(d), if (I) any of the partiesEvents described in clauses (A), as of the date of this Agreement(B) or (C) shall have occurred, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed (II) on or prior to the Filing 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 has not been declared effective 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 7(d) shall be based on the liquidated damage amount divided by the Commission closing bid price of the Common Stock on the date that such liquidated damages are due and payable, and shall be issuable promptly upon receipt by the Company of a written demand from a Holder made on or prior after the Event Date. If the Company elects to pay liquidated damages in cash, in no event shall such amount exceed ten percent (10%) of the Effectiveness DateHolder's initial investment in the Shares. If the Company elects to pay liquidated damages in shares of Common Stock, in no event shall such amount exceed twenty percent (20%) of the Holder's initial investment in the Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review 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 2(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 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 (F) 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 Company shall pay an amount in cash as liquidated damages to each Holder equal to one percent (1%) of the amount of the Holder’s initial investment in the Units for each 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 7(e) exceed an aggregate of ten percent (10%) of the amount of the Holder’s initial investment in the Units; and provided, further, that in the event the Commission does not permit all of the Registrable Securities to be included in the Registration Statement because of its application of Rule 415, liquidated damages payable pursuant to this Section shall only be payable by the Company based on the portion of the Holder’s initial investment in the Units that corresponds to the number of such Holder’s Registrable Securities permitted to be registered by the Commission in such Registration Statement pursuant to Rule 415. For further clarification, the parties understand that no liquidated damages shall be payable pursuant to this Section with respect to any Registrable Securities that the Company is not permitted to include on such Registration Statement due to the Commission’s application of Rule 415. In addition, no liquidated damages shall be payable with respect to Registrable Securities that may be sold pursuant to Rule 144. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall pay 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 liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent (2%) of such Holder's pro rata share 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 purchase price paid by all Holders for the Shares purchased Company pursuant to this Section 7(e) shall be payable on the Purchase Agreement for Event Date and the first (1st) Business Day of each thirty (30) day period following such the Event until the applicable Event has been cured, which amount shall be pro rated for any period less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a) shall be due and payable immediately upon demand in cash or, at the option of the Holder, in shares of Common Stock. 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 has not been declared effective by the Commission on or prior to the Effectiveness Date.

Failure to File Registration Statement and Other Events. The ------------------------------------------------------------- Company and the Purchasers Purchaser agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or 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(a)), or (iiB) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 12dl-2 promulgated under the Securities Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (C) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (D) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board or The Nasdaq Small-Cap Market for any reason for more than three Business Days in the aggregate, or (E) the conversion rights of the Holders are suspended for any reason except as a result of Section 5(a)(iii) of the Certificate of Designation, or (F) 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 (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 (E) the date on which such Event occurs, or for purposes of clause (B) the date on which such five day period is exceeded, or for purposes of clause (C) after more than fifteen 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 Company shall pay pay, at the ---------- option of the Holder, an amount in cash or shares of Common Stock, as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent (1% for the first calendar month and 2%) of such Holder's pro rata share % per calendar month thereafter or portion thereof of the purchase price paid principal amount of the Notes held by all Holders for such Holder plus the Shares purchased pursuant principal amount of any Notes that have been converted to the Purchase Agreement for each thirty (30) day period following extent any of the Conversion Shares issued upon such conversion have not been sold from the Event Date until the applicable Event has been is cured, which amount shall be pro rated for any period less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a7(e)(i) shall be due and payable immediately upon demand in cash or, at immediately available funds. If the option of the Holder, Holder elects to be paid in shares of Common Stock. The parties agree that , the Periodic Amount represents a reasonable estimate number of such shares of Common Stock shall be based on the part of the parties, as of the date of this Agreement, of the liquidated damage amount of damages that may be incurred divided by the Holders if Conversion Rate (as defined in the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness DateNote).

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from each securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an “Exchange”), without immediately being listed on any other Exchange, for any reason for more than five (5) Business Days, other than pursuant to Section 3(n), or (v) the Company refuses or fails to effect any conversion of the Notes into Conversion Shares or any exercise of Warrants into Warrant Shares in accordance with the terms of the Notes and Warrants for any reason without the consent of the particular Holder (any such failure or breach being referred to as an "“Event"”), the Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders ’s Subscription Amount for the Shares purchased pursuant to the Purchase Agreement for each initial thirty (30) day period following such Event until the applicable Event has been cured, which amount shall be pro rated for any period such periods less than thirty (30) days and two percent (2%) of such Holder’s Subscription Amount for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "“Periodic Amount"”). Payments to be made pursuant to this Section 7(a7(e) shall be due and payable immediately upon demand in immediately available cash or, at the option of the Holder, in shares of Common Stockfunds. 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 has not been declared effective by and maintained in the Commission on or prior to manner contemplated herein during the Effectiveness DatePeriod or if any other Event as described herein has occurred. Notwithstanding the foregoing, the Company shall remain obligated to cure the 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. Each Holder of Registrable Securities acknowledges that, notwithstanding any provision of this Agreement, no damages shall be payable in connection with the Company’s imposition of a Blackout Period in accordance with Section 3(n) of this Agreement.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 described below occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or 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 (iiB) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (C) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (D) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTCBB or other exchange for any reason for more than three Business Days in the 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 the Transaction Documents (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (G) the Company has breached Section 3(n) (any such failure or breach, other than a failure that results from a breach by a Holder of its obligations under the Transaction Documents, being referred to as an "EventEVENT," and for purposes of clauses (A) and (E) the date on which such Event occurs, or for purposes of clause (B) the date on which such five day period is exceeded, or for purposes of clause (C) after more than fifteen 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 Company shall pay pay, at the option of the Holder, an amount in cash or shares of Common Stock, as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent (2%) of such Holder's pro rata share 3% for the first calendar month and 4% per calendar month thereafter or portion thereof of the purchase price paid principal amount of the Notes held by all Holders for such Holder plus the Shares purchased pursuant principal amount of any Notes that have been converted to the Purchase Agreement for each thirty (30) day period following extent any of the Conversion Shares issued upon such conversion have not been sold, which liquidated damages shall be calculated upon based upon the actual number of days elapsed from the Event Date until the applicable Event has been is cured, which amount shall be pro rated for any period less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a7(e) shall be due and payable immediately upon demand in cash or, at immediately available funds. If the option of the Holder, Holder elects to be paid in shares of Common Stock. The parties agree that , the Periodic Amount represents a reasonable estimate number of such shares of Common Stock shall be based on the part of the parties, as of the date of this Agreement, of the liquidated damage amount of damages that may be incurred divided by the Holders if Conversion Rate (as defined in the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness DateNote).

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, except as set forth in Section 3(m), (i) the Registration Statement is not filed on or prior to the Filing Date, or (ii) 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 Note 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 (iiiii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review review, 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 Section 2 hereof or (v) the Company has breached Section 3(m) (any such failure or breach being referred to as an "Event," and for purposes of clauses (i) and (ii) the date on which such Event occurs, or for purposes of clause (iii) the date on which such five Business Day period is exceeded, or for purposes of clause (iv) after more than twenty Business Days, or for purposes of clause (v) the date on which such three Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay an amount as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent 1.0% per calendar month (2%prorated for shorter periods) of the outstanding principal and accrued interest on the Note held by such Holder's pro rata share of , from the purchase price paid by all Holders for the Shares purchased pursuant Event Date (provided that, with respect to the Purchase Agreement for each thirty Event described in clause (30) ii), the first calendar month shall be deemed to commence on the 30th day period following prior to the applicable Event Date), less any amount that has been converted and sold by such Event Holder, until the applicable Event has been is cured. Notwithstanding anything to the contrary in this paragraph (e), which amount shall be pro rated for if (I) any period less than thirty of the Events described in clauses (30) days i), (the "Periodic Amount"). Payments to be made pursuant to this Section 7(aii or (iii) shall be due and payable immediately upon demand in cash orhave occurred, at the option of the Holder, in shares of Common Stock. 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 (II) on or prior to the Filing applicable Event Date, the Company shall have exercised its rights under Section 3(m) hereof and (III) the postponement or suspension permitted pursuant to such Section 3(m) 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 has not been declared effective by the Commission on or prior to the Effectiveness Datesuspension.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 12dl-2 promulgated under the Securities Exchange Act within five seven (57) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time during the Effectiveness Period, without being succeeded within a reasonable period by a subsequent Registration Statement filed with and declared effective by the Commission, or (iv) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to one percent (1%) for the first calendar month and two percent (2%) per calendar month thereafter of such Holder's pro rata share of the purchase price paid by all Holders for the all shares of Common Shares purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period period, or portion thereof, following such the Event until the applicable Event has been cured, which amount shall be pro rated for any period less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a7(d) shall be due and payable immediately upon demand in cash or, at the option of the Holder, Holders in shares of Common Stockcash. The parties agree that the Periodic Amount represents Liquidated Damages represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness DateDate and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date, Date or (ii) the 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 five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time during the Effectiveness Period, without being succeeded within a reasonable period by a subsequent Registration Statement filed with and declared effective by the Commission, or (iv) during the Period, trading in the Common Stock shall be suspended for any reason for more than three (3) Business Days in the aggregate (for purposes of this clause (iv), the term Business Day shall not include any day on which the NYSE is closed for trading), or (v) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each the Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by the Holder for all Holders for Registrable Securities then held by the Shares purchased pursuant to the Purchase Agreement Holder for each thirty (30) day period following such Event until the applicable Event has been curedperiod, which amount shall be pro rated for any period less than thirty (30) days (except with respect to the Registration Statement not being declared effective by the Effectiveness Date pursuant to clause (i) of this Section 7(d)), following the Event until the applicable Event has been cured. Notwithstanding anything in the foregoing to the contrary, in the event that the Commission has notified the Company that the Registration Statement will not be "Periodic Amount")reviewed" or subject to further review and the Company determines that it cannot request acceleration of the Registration Statement because the Company is required to disclose certain material, non-public information, then Liquidated Damages shall not accrue for a period of forty-five (45) days following the fifth (5th) Business Day after which the Company had received such notice from the Commission. The combined aggregate Liquidated Damages payable by the Company for delayed filing of the registration statement or delayed effectiveness beyond the Effectiveness Date shall not exceed sixteen percent (16%) of the purchase price paid by the Purchaser for the Registrable Securities and Liquidated Damages shall cease to accrue after the date on which Purchaser would be able to sell all such Registrable Securities held by it without restriction pursuant to Rule 144(k) promulgated under the Securities Act. Payments to be made pursuant to this Section 7(a7(d) shall be due and payable immediately upon demand in cash or, at the option of the Holder, Holders in shares of Common Stockcash. The parties agree that the Periodic Amount represents Liquidated Damages represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness DateDate and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by forty-fifth (45th) day after the Commission on or prior to the Effectiveness Closing Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review review, or (iii) the Registration Statement is not declared effective by the Commission as to all Registrable Securities, subject to the Issuable Maximum, within one-hundred twenty (120) 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, subject to the Issuable Maximum, at any time prior to the expiration of the Effectiveness Period, without being succeeded promptly by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (v) trading in the Common Stock shall be suspended or if the Common Stock is delisted from any securities exchange, quotation system or market on which 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 five (5) Business Days, other than pursuant to Section 3(n), or (vi) prior to the first anniversary of the Closing Date, the Company fails to remain subject to, or fails to file with the Commission all reports required to be filed by the Company pursuant to, Section 13 or 15(d) of the Exchange Act, or (vii) 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 Notes or Warrants, or (viii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "“Event"”), the Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two one percent (21%) of such Holder's pro rata share of the purchase price ’s Purchase Price paid by all Holders such Holder pursuant to the Purchase Agreement for the Shares purchased initial thirty (30) day period until the applicable Event has been cured or until the Notes have been redeemed (whichever is earlier), and one percent (1%) of such Holder’s Purchase Price paid by such Holder pursuant to the Purchase Agreement for each subsequent thirty (30) day period following such Event until the applicable Event has been cured, which amount shall be pro rated for any period less than thirty (30) days cured (the "“Periodic Amount"”). Payments to be made pursuant to this Section 7(a8(e) shall be due and payable immediately upon demand in immediately available cash or, at the option of the Holder, in shares of Common Stockfunds. 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 Filing Deadline and maintained in the Filing Date or has not been declared effective by the Commission on or prior to manner contemplated herein during the Effectiveness DatePeriod or if any other Event as described herein has occurred. Notwithstanding the foregoing, the Company shall remain obligated to cure the 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.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, (or 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 within the time periods set forth in Section 2(a)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 12dl-2 promulgated under the Securities Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, and such cessation continues for a period of thirty days after written notice thereof to the Company, or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the Nasdaq SmallCap Market for any reason for more than three Business Days in the aggregate, and such suspension or delisting continues for a period of fourteen days after written notice thereof to the Company, or (v) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, 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"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent (2%) % of such Holder's pro rata share of the purchase price paid by all Holders for the Shares all shares of Common Stock purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period following such Event until the applicable Event has been cured, which amount shall be pro rated for any period such periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a7(e) shall be due and payable in cash immediately upon demand in cash or, at the option of the Holder, in shares of Common Stockdemand. 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 has not been declared effective by the Commission on or prior to the Effectiveness DateDate and maintained in the manner contemplated herein during the Effectiveness Time or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 12dl-2 promulgated under the Securities Exchange Act within five seven (57) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time during the Effectiveness Period, without being succeeded within a reasonable period by a subsequent Registration Statement filed with and declared effective by the Commission, or (iv) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "EventEVENT"), the Company shall pay as liquidated damages for such failure and not as a penalty (the "Liquidated DamagesLIQUIDATED DAMAGES") to each Holder an amount equal to one percent (1%) for the first calendar month and two percent (2%) per calendar month thereafter of such Holder's pro rata share of the purchase price paid by all Holders for the all shares of Common Shares purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period period, or portion thereof, following such the Event until the applicable Event has been cured, which amount shall be pro rated for any period less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a7(d) shall be due and payable immediately upon demand in cash or, at the option of the Holder, Holders in shares of Common Stockcash. The parties agree that the Periodic Amount represents Liquidated Damages represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness DateDate and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 12dl-2 promulgated under the Securities Exchange Act within five seven (57) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time during the Effectiveness Period, without being succeeded within a reasonable period by a subsequent Registration Statement filed with and declared effective by the Commission, or (iv) the Company has breached Section 3(o) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent (2%) for the first calendar month (or a lesser pro rata share if such period is less than thirty (30) days) and one percent (1%) per calendar month (or a lesser pro rata share if such period is less than thirty (30) days) thereafter of such Holder's pro rata share of the purchase price paid by all Holders for the Shares all shares of Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period period, or portion thereof, following such the Event until the applicable Event has been cured, which amount shall be pro rated for any period less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a7(d) shall be due and payable immediately upon demand in cash or, at the option of the Holder, Holders in shares of Common Stockcash. The parties agree that the Periodic Amount represents Liquidated Damages represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness DateDate and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, except as set forth in Section 3(n), (iA) the Registration Statement is not filed on or prior to the 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 (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review 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 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 the OTC Bulletin Board or the Nasdaq SmallCap Market (or other principal exchange on which the Common Stock is traded) for any reason for more than three 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 clause (C) the date on which such five Business Day period is exceeded, or for purposes of clause (D) after more than 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 Company shall pay an amount as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount in cash equal to two percent 2.0% for the first calendar month (2%prorated for shorter periods) and 1.5% per calendar month thereafter (prorated for shorter periods) of the Holder's initial investment in the Preferred Stock from the Event Date, less any amount of Preferred Stock that has been converted and sold by such Holder's pro rata share of the purchase price paid by all Holders for the Shares purchased pursuant to the Purchase Agreement for each thirty (30) day period following such Event , until the applicable Event has been is cured. Notwithstanding anything to the contrary in this paragraph (e), which amount shall be pro rated for if (I) any period less than thirty of the Events described in clauses (30A), (B) days or (the "Periodic Amount"). Payments to be made pursuant to this Section 7(aC) shall be due and payable immediately upon demand in cash orhave occurred, at the option of the Holder, in shares of Common Stock. 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 (II) on or prior to the Filing 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 has not been declared effective by the Commission on or prior to the Effectiveness Datesuspension.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by forty-fifth (45th) day following the Commission on or prior to the Effectiveness Closing Date, or (ii) the 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 five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than one (1) Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Shares Purchase Agreement for the initial thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier), 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 Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period following such Event until the applicable Event has been cured, cured which amount shall be pro rated for any period such periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a7(e) shall be due and payable immediately upon demand in immediately available cash or, at the option of the Holder, in shares of Common Stockfunds. 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 forty-fifth (45th) day following the Closing Date or has not been declared effective by and maintained in the Commission on or prior to manner contemplated herein during the Effectiveness DatePeriod or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Purchaser agree that the Holders Holder will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders Holder further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or 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 Note is 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 (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 12dl-2 promulgated under the Securities Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board for any reason for more than ninety (90) days in the aggregate, or (v) the conversion rights of the 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 Notes, 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"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty (to the "Liquidated Damages") to each Holder an amount equal to two percent (2%) of such Holder's pro rata share 3% of the purchase price Purchase Price paid by the Holder for all Holders for Notes (or Common Stock held by the Shares Holder upon conversion or exercise thereof) purchased and then outstanding pursuant to the Purchase Agreement for the first thirty (30) day period, and 4% for each additional thirty (30) day period following such Event until the applicable Event has been cured, which amount shall be pro rated for any period such periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a7(e) shall be due and payable immediately upon demand in cash or, at the option of the Holder, in shares of Common Stockimmediately 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 the Holders Holder if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness DateDate and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company ------------------------------------------------------- and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if If (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review (any such failure being referred to as an "Event"), the Company shall pay as ----- liquidated damages for such failure and not as a penalty (the "Liquidated ---------- Damages") to each Holder an amount equal to two one percent (21%) of such Holder's ------- pro rata share of the purchase price paid by all Holders for the Shares purchased pursuant to the Purchase Agreement for each thirty (30) day period following such Event until the applicable Event has been cured, which amount shall be pro rated for any period less than thirty (30) days (the "Periodic -------- Amount"); provided that such delay was not caused by the Holders. Payments to be ------ made pursuant to this Section 7(a) shall be due and payable immediately upon demand in cash or, at the option of the Holder, in shares of Common Stock. 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 has not been declared effective by the Commission on or prior to the Effectiveness Date.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (iiC) the Company fails to file 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 request for acceleration subsequent Registration Statement filed with and declared effective by the Commission in accordance with Rule 461 promulgated under the Securities Act within five (5Section 1.2(a) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review 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 clause (C) after more than fifteen (15) Business Days, being referred to as “Event Date”), then the Company shall pay as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent (2%) of such Holder's all Holders, pro rata share according to their respective holdings of the purchase price paid by all Holders for the Shares purchased pursuant Registrable Securities, (i) a one-time aggregate amount of $250,000 pro rata according to the Purchase Agreement their respective holdings of Registrable Securities, in cash, plus (ii) for each thirty (30) day period following after such Event until Date during which such Event continues, an aggregate amount of cash equal to one percent (1%) of the applicable Event has been curedaggregate principal amount then outstanding under the Note [up to a total of 5%]; provided, which amount that no liquidated damages shall be pro rated for any period less than thirty (30) days (the "Periodic Amount"). Payments payable with respect to Registrable Securities that may then be made sold pursuant to this Rule 144. Liquidated damages payable by the Company pursuant to Section 7(a3.6(i) shall be due payable on the first Business Day following the Event Date, and liquidated damages payable immediately upon demand in cash by the Company pursuant to Section 3.6(ii) shall be payable on the thirtieth (30th) day (or, at if such day is not a Business Day, then on the option first Business day following) following the Event Date, and on each 30th day thereafter, until such Event is cured. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damages be payable with respect to the Warrants or the Warrant Shares. The foregoing liquidated damages shall be each Holder’s sole and exclusive remedy in respect of any Event. Notwithstanding anything to the contrary in this Section 3.6, if (a) any of the HolderEvents described in clauses (A), in shares of Common Stock. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties(B), as of the date of this Agreementor (C) shall have occurred, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed (b) on or prior to the Filing applicable Event Date, the Company shall have exercised its rights under Section 1.3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 1.3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or has not been declared effective by the Commission on or prior to the Effectiveness Datesuspension.

Failure to File Registration Statement and Other Events. The ------------------------------------------------------- Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed or confidentially submitted 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iI) the Registration Statement is not filed or confidentially submitted on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness DateDate (or in the event an additional Registration Statement is filed or confidentially submitted because the actual number of Common Shares and Common Stock into which 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), or (iiII) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 12dl-2 promulgated under the Securities Exchange Act within five (5) Business Days days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (III) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded by a subsequent Registration Statement filed with and declared effective by the Commission, or (IV) trading in the Common Stock shall be suspended for any reason for more than three (3) Business Days in the aggregate, or (V) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay as liquidated damages for such failure and ----- not as a penalty (the "Liquidated Damages") to each Holder Holder: ------------------ (i) an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for the Shares purchased pursuant to the Purchase Agreement $63,000 for each thirty (30) day period following such Event (a "Period"), up to a maximum of $189,000 or three (3) Periods, until the ------- applicable Event has been cured, which amount shall be pro rated for any period less portion of such Period; (ii) if an Event continues for more than thirty three (303) days Periods, the Company shall immediately reduce the Warrant Price under (and as defined in) the "Periodic Amount")Warrant from $2.68 to $2.4922 per share; and (iii) if an Event continues for more than four (4) Periods, the Company shall immediately issue to the Purchaser an additional Warrant to purchase 90,079 shares of Common Stock for each Period the Event continues, up to a maximum of six (6) such Warrants or six (6) Periods, until the applicable Event has been cured, which amount of shares of Common Stock issuable upon exercise of such Warrants shall be pro rated for any portion of a Period. Payments in cash to be made pursuant to this Section 7(a7(e) shall be due and payable immediately upon demand in cash or, at the option of the Holder, Holders. The reduction of the Warrant Price in shares Section 7(e)(ii) shall occur immediately upon demand at the option of Common Stockthe Holders. The additional Warrants shall be issued immediately upon demand of the option of the Holders. The parties agree that the Periodic Amount represents these Liquidated Damages represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness DateDate and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The ------------------------------------------------------- Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if If (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review (any such failure being referred to as an "Event"), the Company shall pay as ----- liquidated damages for such failure and not as a penalty (the "Liquidated ---------- Damages") to each Holder an amount equal to two one percent (21%) of such Holder's ------- pro rata share of the purchase price paid by all Holders for the Shares purchased pursuant to the Purchase Agreement for each thirty (30) day period following such Event until the applicable Event has been cured, which amount shall be pro rated for any period less than thirty (30) days (the "Periodic -------- Amount"); provided that such delay was not caused by the Holders. Payments to ------ be made pursuant to this Section 7(a) shall be due and payable immediately upon demand in cash or, at the option of the Holder, in shares of Common Stock. 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 has not been declared effective by the Commission on or prior to the Effectiveness Date.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review (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) the date on which such three (3) Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent (2%) 0.5% of the value of such Holder's pro rata share ’s Registrable Securities (equivalent to the amount of the purchase price Purchase Price, as that term is defined in the Subscription Agreement, paid by all Holders for the Shares purchased such Holder pursuant to the Purchase Agreement Subscription Agreement): (1) on the first (1st) Business Day following the Event Date; and (2) for each calendar month or portion thereof (on a pro-rata basis) thereafter from the Event Date until the applicable Event is cured; provided, however, 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 Section by the Company with respect to any Registrable Securities that the Company was not permitted to include in such Registration Statement due to the Commission’s application of Rule 415. Liquidated damages payable by the Company pursuant to this Section 6(b) shall be payable on the first (1st) Business Day following the Event Date (“Event Pay Date”) and on each thirty (30) day period following such the Event until the applicable Event has been cured, which amount shall be pro rated for any period less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a) shall be due and payable immediately upon demand in cash or, at the option of the Holder, in shares of Common Stock. 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 has not been declared effective by the Commission on or prior to the Effectiveness Pay Date.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date, or (ii) the 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 five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from NASDAQ or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed for any reason for more than three (3) Business Days in the aggregate, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth in the Statement of Designation, or (vi) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Shares Purchase Agreement for the initial thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier), 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 Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period following such Event until the applicable Event has been cured, cured which amount shall be pro rated for any period such periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a8(e) shall be due and payable immediately upon demand in immediately available cash or, at the option of the Holder, in shares of Common Stockfunds. 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 has not been declared effective by and maintained in the Commission on or prior to manner contemplated herein during the Effectiveness DatePeriod or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by forty-fifth (45th) day following the Commission on or prior to the Effectiveness Closing Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than one (1) Business Day, other than pursuant to Section 3(n), or (v) the 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"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for the Shares purchased and then outstanding pursuant to the Purchase Agreement for each the initial thirty (30) day period following such Event until the applicable Event has been cured, which amount shall be pro rated for any period 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 7(a8(e) shall be due and payable immediately upon demand in immediately available cash or, at the option of the Holder, in shares of Common Stockfunds. 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 forty-fifth (45th) day following the Closing Date or has not been declared effective by and maintained in the Commission on or prior to manner contemplated herein during the Effectiveness DatePeriod or if any other Event as described herein has occurred. Notwithstanding the foregoing, the Company shall remain obligated to cure the 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.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date, or (ii) except as otherwise permitted herein, the Company intentionally and willfully fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period due to an intentional and willful act by the Company, without being succeeded immediately by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the American Stock Exchange or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an “Exchange”), without immediately being listed on any other Exchange, for any reason for more than one (1) Business Day, other than pursuant to Section 3(n), due to an intentional and willful act by the Company, or (v) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "“Event"”), the Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent (2%) of such Holder's pro rata share of ’s Subscription Amount (as defined in the purchase price paid by all Holders Purchase Agreement) for the Shares purchased pursuant to the Purchase Agreement for each initial thirty (30) day period following such Event until the applicable Event has been cured, which amount shall be pro rated for any period such periods less than thirty (30) days and two percent (2%) of such Holder’s Subscription Amount (as defined in the Purchase Agreement) for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "“Periodic Amount"”). Payments to be made pursuant to this Section 7(a7(e) shall be due and payable immediately upon demand in immediately available cash or, at the option of the Holder, in shares of Common Stockfunds. 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 thirtieth (30th) day following the Closing Date or has not been declared effective by and maintained in the Commission on or prior to manner contemplated herein during the Effectiveness DatePeriod or if any other Event as described herein has occurred. Notwithstanding the foregoing, the Company shall remain obligated to cure the 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. Notwithstanding the provisions of Sections 7(e) and 7(f), the Company shall not be required, pursuant to Sections 7(e) and 7(f) to pay to any Purchaser, in the aggregate (including all amounts paid pursuant to both Sections 7(e) and 7(f)) more than an amount equal to ten percent (10%) of such Purchaser’s Subscription Amount.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing DateMarch 5th, 2002, or 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 Common 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), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 12dl-2 promulgated under the Securities Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time during the Period, without being succeeded within a reasonable period by a subsequent Registration Statement filed with and declared effective by the Commission, or (iv) during the Period, trading in the Common Stock shall be suspended for any reason for more than three (3) Business Days in the aggregate, or (v) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each the Holder an amount equal to two and one-half percent (22 1/2%) of such Holder's pro rata share of the purchase price paid by all Holders for the Shares purchased pursuant to the Purchase Agreement for each first thirty (30) day period following such Event until and one and one-half percent (1 1/2%) of the applicable Event has been curedpurchase price for each subsequent thirty (30) day period, which amount shall be pro rated for any period less than thirty (30) days (days, following the "Periodic Amount")Event until the applicable Event has been cured. Payments to be made pursuant to this Section 7(a8(d) shall be due and payable immediately upon demand in cash or, at the option of the Holder, Holders in shares of Common Stockcash. The parties agree that the Periodic Amount represents Liquidated Damages represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the Filing Date March 5th, 2002 or has not been declared effective by the Commission on or prior to the Effectiveness DateDate and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date, or (ii) the Company fails to file Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to any Registrable Securities at any time during the Effectiveness Period, without being succeeded within twenty (20) business days by a request subsequent Registration Statement filed with and declared effective by the Commission, or (iii) during the Effectiveness Period, trading in the Common Stock shall be suspended for acceleration in accordance with Rule 461 promulgated under the Securities Act within any reason, for more than five (5) consecutive Business Days of the date that the Company is notified (orally or in writingDays, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review (any such failure or breach being referred to as an "Event"), the Company shall pay as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each the Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders Purchase Price for the Shares purchased pursuant to the Purchase Agreement for each first thirty (30) day period following and one percent (1%) of such Event until the applicable Event has been curedHolder's pro rata Purchase Price for each subsequent thirty (30) day period, which amount shall be pro rated for any period less than thirty (30) days (days, following the "Periodic Amount")Event until the applicable Event has been cured. Payments to be made pursuant to this Section 7(a8(d) shall be due and payable immediately upon demand in cash or, at the option of the Holder, Holders in shares of Common Stockcash. The parties agree that the Periodic Amount represents Liquidated Damages represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness DateDate and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred. Notwithstanding the foregoing, the Company shall not be obligated to pay Liquidated Damages for a delay or suspension of effectiveness as a result of the Blackout Period.

Failure to File Registration Statement and Other Events. The Company Parent and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to has not become effective within ten (10) business days following the Filing Date Closing, and 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 Company Parent and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, except for an Allowed Delay, if (ia) the Registration Statement is not filed on or has not become effective by the tenth day following the Closing, or (b) the Registration Statement becomes effective but thereafter ceases to be effective as to all Registrable Securities at any time prior to the Filing Date, or is not declared effective by the Commission on or prior to expiration of the Effectiveness DatePeriod, or (ii) the Company fails to file except during an Allowed Delay, without being succeeded immediately by a subsequent Registration Statement filed with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review SEC effective (any such failure or breach being referred to as an "“Event",” and for purposes of clause (a) the date on which such Event occurs, or for purposes of clause (b) after more than fifteen (15) business days, being referred to as “Event Date”), the Company Parent shall pay an amount as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount Holder, payable in cash, equal to two one percent (21.0%) of the market value of such Holder's pro rata share portion of the purchase price paid by all Holders Stock Consideration (as defined in the Merger Agreement) (the “Closing Shares Market Value”), for each 30-day period from the Shares purchased Event Date until the applicable Event is cured (or a pro rated amount for any portion of such a 30 day period); 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 3.11 exceed an aggregate of ten percent (10%) of the Purchase Agreement for Holder's portion of the Closing Shares Market Value. Liquidated damages payable by Parent pursuant to this Section 3.11 shall be payable on the first (1st) business day of each thirty (30) day period following such the Event until the applicable Event has been cured, which amount Date. In no event shall any person that is not an affiliate of Parent be pro rated for entitled to any period less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to payment under this Section 7(a3.11 after the date that is six (6) shall be due and payable immediately upon demand in cash or, at months after the option Effective Time of the Holder, in shares of Common Stock. 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 has not been declared effective by the Commission on or prior to the Effectiveness DateMerger.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if third sentence of Section 7(e) of the Registration Statement is not filed on or prior to the Filing Date Rights Agreement shall be, and not declared effective by the Commission on or prior to the Effectiveness Date hereby is, amended and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. restated as follows: “Accordingly, if (iA) 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 (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review 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 (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 clause (C) 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 Company shall pay an amount as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount Holder, payable in cash or unregistered warrants to purchase shares of Common Stock at the sole option of the Company, equal to two one percent (21 %) of such Holder's pro rata share the amount of the purchase price paid by all Holders for Holder’s initial investment in the Common Shares purchased pursuant to the Purchase Agreement for each thirty (30) day period following such or portion thereof thereafter from the Event Date until the applicable Event has been is cured; provided, which amount shall be pro rated for any period less than thirty however, (30i) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a) shall be due and payable immediately upon demand in cash or, at the option of the Holder, in shares of Common Stock. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, Company shall pay to each Holder as of the date of this Agreement, liquidated damages an additional one percent (1%) of the amount of damages that may be incurred by the Holders if Holder’s initial investment in the Common Shares in the event the Registration Statement is not filed on or prior to the Filing Date for each thirty (30) day period or has not been declared effective by portion thereof thereafter until the initial Registration Statement is filed, (ii) that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of eighteen percent (18%) of the amount of the Holder’s initial investment in the Common Shares, and (iii) that in the event the Commission on or prior does not permit all of the Registrable Securities to be included in the Registration Statement solely because of its application of Rule 415, no liquidated damages shall be payable with respect to the Effectiveness DateRegistrable Securities that are not included in such Registration Statement solely as a result of Rule 415.”

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date, Date (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 (iiB) the Company fails breaches in a material respect any covenant or other material term or condition to file 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 Commission transactions contemplated hereby and thereby, and such breach continues for a request for acceleration in accordance with Rule 461 promulgated under period of thirty days after written notice thereof to the Securities Act within five (5) Business Days of the date that the Company is notified (orally Company, or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review (any such failure or breach being referred to as an "Event," and for purposes of clause (A) the date on which such Event occurs, or for purposes of clause (B) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay pay, at the option of the Holder, an amount in cash or shares of Common Stock, as liquidated damages for such failure and not as a penalty (to the "Liquidated Damages") to each Holder an amount equal to two percent (2%) of such Holder's pro rata share 1% for each calendar month or portion thereof of the purchase price paid Purchase Price of the shares of Common Stock owned by all Holders for the Shares purchased pursuant to the Purchase Agreement for each thirty (30) day period following such Event Holder until the applicable Event has been is cured, which amount shall be pro rated for any period less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a7(e) shall be due and payable immediately upon demand in cash or, at immediately available funds. If the option of the Holder, Holder elects to be paid in shares of Common Stock. The parties agree that , the Periodic Amount represents a reasonable estimate number of such shares of Common Stock shall be based on the part liquidated damage amount divided by the Average Closing Bid Price of the parties, as shares of Common Stock for 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 has not been declared effective by the Commission on or prior to the Effectiveness Dateprevious 30 days.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 12dl-2 promulgated under the Securities Exchange Act within five seven (57) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time during the Effectiveness Period, without being succeeded within a reasonable period by a subsequent Registration Statement filed with and declared effective by the Commission, or (iv) the Company has breached Section 3(o) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to one percent (1%) for the first calendar month and two percent (2%) per calendar month thereafter of such Holder's pro rata share of the purchase price paid by all Holders for the all shares of Common Shares purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period period, or portion thereof, following such the Event until the applicable Event has been cured, which amount shall be pro rated for any period less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a7(d) shall be due and payable immediately upon demand in cash or, at the option of the Holder, Holders in shares of Common Stockcash. The parties agree that the Periodic Amount represents Liquidated Damages represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness DateDate and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holder agree that the Holders Holder will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders Holder further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 12dl-2 promulgated under the Securities Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective or available as to all Registrable Securities at any time during the Effectiveness Period, without being succeeded within a reasonable period by a subsequent Registration Statement filed with and declared effective by the Commission, or (iv) the Company suspends the use of the Prospectus forming a part of such Registration Statement for more than thirty (30) days in any period of 365 consecutive days if the Company suspends in reliance on its ability to do so due to the existence of a development that, in the good faith discretion of the Board, makes it appropriate to so suspend or which renders the Company unable to comply with the Commission requirements, or the Company suspends the use of the Prospectus forming a part of such Registration Statement for more than sixty (60) days in any period of 365 consecutive days for any other reason, or (v) during the Effectiveness Period, trading in the Warrants, Preferred Stock or Common Stock shall be suspended for any reason for more than five (5) Business Days in the aggregate, or (vi) the Company breaches in a material respect any covenant or other material term or condition in the Transaction Documents (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty (30) days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay as liquidated damages for such failure or breach and not as a penalty (the "Liquidated Damages") to each the Holder an amount equal to one percent (1%) of the purchase price of the Preferred Stock paid by the Holder pursuant to the Purchase Agreement for the first thirty (30) day period, one and one-half percent (1%) of such purchase price for the second thirty (30) day period, and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for the Shares purchased pursuant to the Purchase Agreement for each subsequent thirty (30) day period following such Event until the applicable Event has been curedperiod, which amount shall be pro rated for any period less than thirty (30) days days, following the Event until the applicable Event has been cured; provided, however, the Purchaser will waive any Liquidated Damages if the Company cures such failure or breach prior to the end of the first thirty (the "Periodic Amount")30) day period. Payments to be made pursuant to this Section 7(a8(d) shall be due and payable immediately upon demand in cash or, at the option of the Holder, in shares of Common Stockcash. The parties agree that the Periodic Amount represents Liquidated Damages represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders Holder if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness DateDate and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred. Purchaser agrees that the receipt of the Liquidated Damages shall be Purchaser's sole and exclusive remedy under this Agreement or otherwise for a default under this subsection 8(d) (except for specific performance) and in no event shall the Company be liable for any lost profits, consequential, special, punitive or similar damages no matter how identified, resulting from such default.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by thirtieth (30th) 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior Date (as such Filing Date may be delayed pursuant to the Effectiveness DateSection 3(n)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review and effectiveness of the Registration Statement may be accelerated (except to the extent that such effectiveness may be delayed pursuant to Section 3(n)), or (iii) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the NASDAQ SmallCap Market or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than one (1) Business Day, other than pursuant to Section 3(n), or (iv) the rights of the Holders to exercise into Warrant Shares are suspended for any reason without the consent of the particular Holder other than as set forth in the Purchase Agreement or the Warrant (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two one percent (21%) of such Holder's pro rata share of the purchase price paid by all Holders such Holder for the Purchased Shares and Warrants purchased pursuant to the Purchase Agreement and then held by such Holder for each the initial thirty (30) day period following such Event until the applicable Event has been cured, which amount shall be pro rated for any period such periods less than thirty (30) days, and for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a7(e) shall be due and payable immediately upon demand in immediately available cash orfunds, at the option provided that a demand by each Holder for payment of the Holder, in shares of Common StockPeriodic Amount shall not be made more frequently than once every thirty (30) days. 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 any Event as described herein has occurred. Notwithstanding the Registration Statement is not filed on foregoing, the Company shall remain obligated to cure the breach or prior correct the condition that caused the Event, and the Holder shall have the right to the Filing Date take any action necessary or has not been declared effective by the Commission on or prior desirable to the Effectiveness Dateenforce such obligation.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by sixtieth (60th) 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by sixtieth (60th) day following the Commission on or prior to the Effectiveness Closing Date, or (ii) except as otherwise permitted herein, the Company intentionally and willfully fails to file with the Commission a request for acceleration in accordance with Rule 461 12d1-2 promulgated under the Securities Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period due to an intentional and willful act by the Company, without being succeeded immediately by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the American Stock Exchange or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an “Exchange”), without immediately being listed on any other Exchange, for any reason for more than one (1) Business Day, other than pursuant to Section 3(n), due to an intentional and willful act by the Company, or (v) the conversion rights of the Holders are suspended due to an intentional and willful act by the Company without the consent of the particular Holder other than as set forth in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "“Event"”), the Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two one percent (21%) of such Holder's ’s pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Shares Purchase Agreement for the initial thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier), 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 Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period following such Event until the applicable Event has been cured, cured which amount shall be pro rated for any period such periods less than thirty (30) days (the "“Periodic Amount"”). Payments to be made pursuant to this Section 7(a7(e) shall be due and payable immediately upon demand in immediately available cash or, at the option of the Holder, in shares of Common Stockfunds. 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 sixtieth (60th) day following the Closing Date or has not been declared effective by and maintained in the Commission on or prior to manner contemplated herein during the Effectiveness DatePeriod or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness DateDate (or in the event an additional Registration Statement is not filed and declared effective within the time periods set forth in Section 2), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time during the Effectiveness Period, without being succeeded within ninety (90) days by a subsequent Registration Statement (or post-effective amendment to the same Registration Statement) filed with and declared effective by the Commission, or (iv) during the Effectiveness Period, trading in the Common Stock shall be suspended for any reason for more than three (3) Business Days in the aggregate (other than a suspension in trading on NMS or such other exchange or trading system on which the Common Stock is then listed or quoted) (any such failure or breach being referred to as an "Event"), the Company shall pay as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each the Holder an amount equal to two one and one-half percent (21 1/2%) of such Holder's pro rata share of the original purchase price paid by all Holders for the Shares purchased pursuant to under the Purchase Agreement of the Registrable Securities held of record by such Holder for each thirty (30) day period following such Event until after the applicable Event has been curedninety (90) day period from the Closing Date, which amount shall be pro rated for any period less than thirty (30) days (days, following the "Periodic Amount")Event until the applicable Event has been cured. Payments to be made pursuant to this Section 7(a8(d) shall be due and payable immediately upon demand in cash or, at the option of the Holder, Holders in shares of Common Stockcash. The parties agree that the Periodic Amount represents Liquidated Damages represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness DateDate and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date April 30, 2006 and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occurPeriod. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing DateApril 30, or is not declared effective by the Commission on or prior to the Effectiveness Date2006, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from any securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than one (1) Business Day, other than pursuant to Section 3(n), or (v) the rights of the Holders to exercise into Warrant Shares are suspended for any reason without the consent of the particular Holder other than as set forth in the Purchase Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two one percent (21%) of such Holder's pro rata share of the purchase price paid by all Holders for the Purchased Shares purchased pursuant to the Purchase Agreement or the Over-Allotment Option for each the initial thirty (30) day period following such Event until the applicable Event has been cured, which amount shall be pro rated for any period 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 pursuant to the Purchase Agreement or the Over-Allotment Option for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a8(e) shall be due and payable immediately upon demand in immediately available cash or, at the option of the Holder, in shares of Common Stockfunds. 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 April 30, 2006 and maintained in the Filing Date or has not been declared effective by the Commission on or prior to manner contemplated herein during the Effectiveness DatePeriod or if any other Event as described herein has occurred. Notwithstanding the foregoing, the Company shall remain obligated to cure the 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.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or 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 Common Shares and 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 (ii) the Company fails to file 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 request subsequent Registration Statement filed with and declared effective by the Commission, or (iii) the Common Stock is delisted from Nasdaq, or (iv) trading in the Common Stock is suspended from Nasdaq and the over-the-counter electronic bulletin board (OTC) for acceleration in accordance with Rule 461 promulgated under the Securities Act within any reason for more than five (5) Business Days Days, or (v) the exercise rights of the date that Holders in regard to the Warrants are suspended for any reason, or (vi) the Company is notified breaches in a material respect any covenant or other material term or condition to this Agreement, the Purchase Agreement (orally other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in writingconnection with the transactions contemplated hereby and thereby, whichever is earlierand such breach continues for a period of 30 days after written notice thereof to the Company, or (vii) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "EventEVENT"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for the Shares Preferred Stock purchased pursuant to the Purchase Agreement for each thirty (30) 30 day period following such Event until the applicable Event has been cured, which amount shall be pro rated for any period such periods less than thirty (30) 30 days (the "Periodic PERIODIC Amount"). Payments to be made pursuant to this Section 7(a7(e) shall be due and payable immediately upon demand in immediately available cash or, at the option of the Holder, in shares of Common Stockfunds. 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 has not been declared effective by the Commission on or prior to the Effectiveness DateDate and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred. Amounts payable under this Section 7(e) shall be in addition to any amounts payable under Section 2(b).

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or 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 within the time periods set forth in Section 2 hereof), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq and each other securities exchange or market on which Registrable Securities are required hereunder to be listed, for any reason for more than three (3) Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, 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 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"), the Company shall pay as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders the Purchasers for the Shares Notes purchased pursuant to the Purchase Agreement for each thirty (30) day period following such the Event until the earlier of the date (x) the applicable Event has been cured, or (y) the Company prepays the amounts owing on the Notes pursuant to the terms thereof, which amount shall be pro rated for any period less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a7(e) shall be due and payable immediately upon demand in cash or, at the option of the Holder, Holders in shares of Common Stockcash or as an accrual to the amount outstanding under the Notes. 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 has not been declared effective by the Commission on or prior to the Effectiveness DateDate and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (iiC) 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 by a subsequent Registration Statement filed with and declared effective by the Commission in accordance with the terms of this Agreement, or (D) the Company fails to file with has breached Section 3(n) hereof, or (E) following the Commission a request date that the shares of Common Stock initially commence trading or quotation, trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or delisted from the principal exchange on which the Common Stock is then traded for acceleration in accordance with Rule 461 promulgated under the Securities Act within any reason for more than five (5) Business Days in the aggregate, in each case other than as a result of a breach of this Agreement by a Holder or a Holder’s failure to return a Selling Stockholder Questionnaire within the date that the Company is notified (orally or in writing, whichever is earliertime period provided by Section 2(c) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review hereof (any such failure or breach being referred to as an "Event," and for purposes of clauses (A), (B) and (D) the date on which such Event occurs, or for purposes of clause (C) after more than thirty (30) days, or for purposes of clause (E) the date on which such five (5) Business Day period is exceeded being referred to as "Event Date"), the Company shall pay an amount as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount Holder, payable in cash, equal to two percent (22.0%) of such Holder's pro rata share the amount of the purchase price paid by all Holders Holder’s initial investment in the Preferred Stock for each calendar month or portion thereof thereafter from the Shares purchased Event Date until the applicable Event is cured; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of ten percent (10%) of the Purchase amount of the Holder’s initial investment in the Preferred Stock. The Company shall not be liable for liquidated damages under this Agreement for 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) or (D) 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 such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(e) shall be payable on the first (1st) Business Day of each thirty (30) day period following such the Event until Date. Notwithstanding anything to the applicable Event has been cured, which amount shall be pro rated for any period less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a) shall be due and payable immediately upon demand in cash or, at the option of the Holdercontrary contained herein, in shares of Common Stock. 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 no event shall any liquidated damages that may be incurred by the Holders if the Registration Statement is not filed on or prior payable with respect to the Filing Date Warrants or has not been declared effective by the Commission on or prior to the Effectiveness DateWarrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing DateDate (the “Company’s Filing Default”), the Company shall pay, at the option of the Company, in cash or shares of Common Stock liquidated damages to each Holder in an amount equal to a six percent (6%) per annum dividend of the Holders’ initial investment in the Series C Convertible Preferred Stock commencing ninety (90) days after the Closing until the date that the Registration Statement is filed with the Commission; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of [twenty-four] percent ([24]%) of the amount of the Holder’s initial investment in the Series C Convertible Preferred Stock; and provided, further, that in the event the Commission does not declared effective permit all of the Registrable Securities to be included in the Registration Statement because of its application of Rule 415, liquidated damages payable pursuant to this Section 7(e) shall be payable by the Commission Company based on the Series C Convertible Preferred Shares for which the Registrable Securities were not included in the Registration Statement. Notwithstanding anything to the contrary in this paragraph (e), if (a) the Company’s Filing Default shall have occurred, (b) on or prior to the Effectiveness Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review (any such failure being referred to as an "Event")Company’s Filing Default, the Company shall pay 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 liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent (2%) of such Holder's pro rata share Company’s Filing Default, then the Company’s Filing Default shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the purchase price paid by all Holders for the Shares purchased Company pursuant to this Section 7(e) shall be payable on the Purchase Agreement for first (1st) Business Day of each thirty (30) day period following such the Event until the applicable Event has been cured, which amount shall be pro rated for any period less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a) shall be due and payable immediately upon demand in cash or, at the option of the Holder, in shares of Common StockDate. The parties agree that the Periodic Amount liquidated damaged 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 has not been declared effective by the Commission on or prior to the Effectiveness Date.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, except as set forth in Section 3(n), (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Dateone hundred fiftieth (150th) day following 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 (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days business days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review 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 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 the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than three Business Days in the aggregate without subsequent listing on 101 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 clause (C) the date on which such five Business Day period is exceeded, or for purposes of clause (D) after more than 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 Company shall pay an amount as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount Holder, payable in cash or registered shares of Common Stock at the Company's option, equal to two percent (22.0%) for the first calendar month (prorated for shorter periods) and one percent (1.0%) per calendar month thereafter (prorated for shorter periods) 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 sixtieth (60th) day prior to the applicable Event Date), less any principal amount of the Notes that has been converted and sold by such Holder's pro rata share of the purchase price paid by all Holders for the Shares purchased pursuant to the Purchase Agreement for each thirty (30) day period following such Event , until the applicable Event has been is cured. Notwithstanding anything to the contrary in this paragraph (e), which amount shall be pro rated for if (I) any period less than thirty of the Events described in clauses (30A), (B) days or (the "Periodic Amount"). Payments to be made pursuant to this Section 7(aC) shall be due and payable immediately upon demand in cash orhave occurred, at the option of the Holder, in shares of Common Stock. 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 (II) on or prior to the Filing 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 has not been declared effective suspension. If the Company elects to pay liquidated damages in registered shares of Common Stock, the number of such shares of Common Stock to be issued to the Holders pursuant to this Section 7(e) shall be based on the liquidated damage amount divided by the Commission average of the closing bid price of the Common Stock for the five (5) trading days preceding the date that such liquidated damages are due and payable, and shall be issuable promptly upon receipt by the Company of a written demand from a Holder made on or prior to after the Effectiveness Event Date.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holder agree that the Holders Holder will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders Holder further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or 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 Registrable Securities 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), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 12dl-2 promulgated under the Securities Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time during the Period, without being succeeded within a reasonable period by a subsequent Registration Statement filed with and declared effective by the Commission, or (iv) during the Period, trading in the Common Stock shall be suspended for any reason for more than three (3) Business Days in the aggregate, or (v) the Company has breached Section 3(r) of this Agreement (any such failure or breach being referred to as an "“Event"”), the Company shall pay as liquidated damages for such failure and not as a penalty (the "“Liquidated Damages"”) to each the Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by the Holder for all Holders for Registrable Securities then held by the Shares purchased pursuant to the Purchase Agreement Holder for each thirty (30) day period period, or portion thereof, following such the Event until the applicable Event has been cured; provided, however, that the combined aggregate Liquidated Damages payable by the Company for a delayed filing of the Registration Statement or delayed effectiveness beyond the Effectiveness Date shall not exceed sixteen percent (16%) of the purchase price paid for the Common Shares and Liquidated Damages shall cease to accrue after the date on which amount shall the Holder would be pro rated for any period less than thirty (30able to sell all such Registrable Securities held by it without restriction pursuant to Rule 144(k) days (promulgated under the "Periodic Amount")Securities Act. Payments to be made pursuant to this Section 7(a7(d) shall be due and payable immediately upon demand in cash or, at the option of the Holder, Holder in shares of Common Stockcash. The parties agree that the Periodic Amount represents Liquidated Damages represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders Holder if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness DateDate and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred. If the Company is prevented from performing any of its obligations under this Section 7(d) due to any cause beyond the Company’s reasonable control, including, without limitation, an act of God, an act of terrorism, fire, flood, explosion, war, strike, embargo, government regulation, civil or military authority, the Company shall not incur Liquidated Damages for the period of the delay or inability to perform due to such occurrence.

Failure to File Registration Statement and Other Events. (i) The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed an Event occurs on account of any material act or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days omission of the date that the Company is notified (orally or in writingCompany, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review (any such failure being referred to as an "Event"), then the Company shall pay in cash or Common Stock as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid at the First Tranche Closing by all Holders for the Shares purchased then held by them pursuant to the Purchase Agreement for each the initial thirty (30) 14 15 day period following such Event until the applicable Event has been cured, which amount shall be pro rated for any period such periods less than thirty (30) days, and two percent (2%) of such Holder's pro rata share of the purchase price paid at the First Tranche Closing by all Holders for Shares then held by them pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a7(e) shall be due and payable immediately upon demand in immediately available cash funds or, at the option election of the HolderCompany if the Company then has sufficient authorized but unissued and unreserved shares of its Common Stock, in shares of Common Stock. . (ii) 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 has not been declared effective by the Commission on or prior to the Effectiveness DateDate and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred. (iii) If a Non-Registration Event has occurred AND no other Event has occurred, then liquidated damages shall not accrue on such number of Shares as are eligible for sale under Rule 144 for such period or periods of eligibility. (iv) Notwithstanding anything to the contrary contained herein or in the Purchase Agreement or the Warrants, if a Non-registration Event has occurred as a result of any action or omission by any Holder, then liquidated damages shall not accrue to any Holder as a result of such Event. (v) If an Event has occurred other than on account of an act or omission by the Company or any Holder, then the liquidated damages payable under Subparagraph (i) above shall be calculated based upon one (1%) percent rather than two (2%).

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the 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 within the time periods set forth in Section 2), or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review 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, 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 The Nasdaq National Market for any reason for more than three Business Days in the aggregate without subsequent listing on The Nasdaq SmallCap Market, OTC Bulletin Board or another securities exchange, quotation system or market (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 clause (C) the date on which such five Business Day period is exceeded, or for purposes of clause (D) after more than fifteen 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 Company shall pay an amount as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent 3% for the first calendar month and 1.5% per calendar month thereafter or portion thereof of the Holder's initial investment in the Preferred Stock from the Event Date, less the Liquidation Preference Amount (2%as defined in the Certificate of Designation) of Preferred Stock that has been converted by such Holder's pro rata share of Holder or redeemed by the purchase price paid by all Holders for the Shares purchased pursuant Company (provided that, with respect to the Purchase Agreement for each thirty Event described in clause (30B), the "first calendar month" shall be deemed to commence on the 30th day prior to the applicable Event Date, and with respect to the Events described in the parenthetical of clause (B), the "first calendar month" shall be deemed to commence on the applicable Event Date) day period following such Event until the applicable Event has been is cured; provided, which amount that, liquidated damages shall be pro rated for 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 period less than thirty of the Events described in clauses (30A), (B) days or (C) shall have occurred, (II) on or prior to the "Periodic Amount"). Payments to be made applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or suspension permitted pursuant to this such Section 7(a3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be due and payable immediately upon demand in cash or, at deemed instead to occur on the option second Business Day following the termination of such postponement or suspension. If the Holder, Company elects to pay in shares of Common Stock. The parties agree that , the Periodic Amount represents a reasonable estimate number of such shares of Common Stock to be issued to the Holders pursuant to this paragraph (e) shall be based on the part liquidated damage amount divided by the average closing bid price of the parties, as of Common Stock for the date of this Agreement, of the amount of damages that may five trading days prior to such Event Date and shall be incurred issuable promptly upon receipt by the Holders if the Registration Statement is not filed Company of a written demand from a Holder made on or prior to after the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Event Date.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date, or (iiB) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (C) 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, (any such failure or breach being referred to as an "Event," and for purposes of clause (A) the date on which such Event occurs, or for purposes of clause (B) the date on which such five day period is exceeded, or for purposes of clause (C) after more than fifteen Business Days, being referred to as "Event Date"), the Company shall pay an amount, at the Company's election, either in cash or in shares of registered Common Stock (valued at the purchase price per share set forth in the Subscription Agreement) as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent (2%) 1% for the first calendar month and 1.5% per calendar month thereafter of such Holder's pro rata share of the purchase price paid by all Holders for the Shares Holder's shares of Common Stock purchased pursuant to the Purchase Subscription Agreement and then outstanding for each thirty (30) day period following such Event until the applicable Event has been cured, which amount shall be pro rated for any period such periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a7(c) shall be due and payable immediately upon demand in cash or, at the option of the Holder, in shares of Common StockHolders. 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 has not been declared effective by the Commission on or prior to the Effectiveness DateDate and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended (other than a suspension affecting trading in securities generally) or if the Common Stock is delisted from any securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "EXCHANGE"), without immediately being listed on any other Exchange, for any reason for more than three (3) Business Days, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth in Article III.A.5 of the Articles of Incorporation, or (vi) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "EventEVENT"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for the Shares Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement for each the initial thirty (30) day period following such Event until the applicable Event has been cured, which amount shall be pro rated for any period such periods less than thirty (30) days and one and one-half percent (1.5%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock and other Registrable Securities 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 AmountPERIODIC AMOUNT"). Payments to be made pursuant to this Section 7(a7(e) shall be due and payable immediately upon demand in immediately available cash or, at the option of the Holder, in shares of Common Stockfunds. 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 has not been declared effective by and maintained in the Commission on or prior to manner contemplated herein during the Effectiveness DatePeriod or if any other Event as described herein has occurred. Notwithstanding the foregoing, the Company shall remain obligated to cure the 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.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by forty-fifth (45th) day following the Commission on or prior to the Effectiveness Initial Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occurPeriod. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by forty-fifth (45th) day following the Commission on or prior to the Effectiveness Initial Closing Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from any securities exchange, quotation system (including, without limitation, Pink Sheets), market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "EXCHANGE"), without immediately being listed on any other Exchange, for any reason for more than one (1) Business Day, other than pursuant to Section 3(n), or (v) the Preferred Stock conversion rights of the Holders or the rights of the Holders to exercise the Warrants are suspended for any reason without the consent of the particular Holder other than as set forth in the Certificate of Designation or Warrant, as applicable, or (vi) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "EventEVENT"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders Purchase Price for the Shares purchased pursuant to the Purchase Agreement for each initial thirty (30) day period following such Event until the applicable Event has been cured, which amount shall be pro rated for any period such periods less than thirty (30) days and two percent (2%) of such Holder's Purchase Price 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 AmountPERIODIC AMOUNT"). Payments to be made pursuant to this Section 7(a7(e) shall be due and payable immediately upon demand in immediately available cash or, at the option of the Holder, in shares of Common Stockfunds. 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 forty-fifth (45th) day following the Initial Closing Date or has not been declared effective by and maintained in the Commission on or prior to manner contemplated herein during the Effectiveness DatePeriod or if any other Event as described herein has occurred. Notwithstanding the foregoing, the Company shall remain obligated to cure the 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.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holder agree that the Holders Holder will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders Holder further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Required Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) writing by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective or available as to all Registrable Securities at any time during the Effectiveness Period, without being succeeded within a reasonable period by a subsequent Registration Statement filed with and declared effective by the Commission (any such failure or breach being referred to as an "“Event"”), the Company shall pay as liquidated damages for such failure or breach and not as a penalty (the "“Liquidated Damages"”) to each the Holder an amount equal to two three percent (23%) of such Holder's pro rata share of the purchase price of the Common Stock paid by all Holders for the Shares purchased Holder pursuant to the Purchase Agreement for each thirty (30) day period following during which any Event described in subsection (i) above occurs and is continuing, and two percent (2%) of such purchase price for each thirty (30) day period during which any Event until the applicable Event has been cureddescribed in subsection (ii) or (iii) above occurs and is continuing, which amount shall be pro rated for any period less than thirty (30) days days, following the Event until the applicable Event has been cured; provided, however, the Holder will waive any Liquidated Damages resulting from the Registration Statement not being declared effective by the Commission on or prior to the Effectiveness Date if the Company cures such failure or breach prior to the end of the first thirty (30) day period thereafter. Notwithstanding the "Periodic Amount")foregoing, in no event shall the Company be required to pay aggregate Liquidated Damages under this Section 8(d) in excess of eight percent (8%) of the purchase price of the Common Stock paid by the Holder pursuant to the Purchase Agreement. Payments to be made pursuant to this Section 7(a8(d) shall be due and payable immediately upon demand in cash or, at the option of the Holder, in shares of Common Stockcash. The parties agree that the Periodic Amount represents Liquidated Damages represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders Holder if the Registration Statement is not filed on or prior to the Required Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness DateDate and maintained in the manner contemplated herein during the Effectiveness Period.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by thirty-fifth (35th) day following the Commission on or prior to the Effectiveness Closing Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded promptly by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than one (1) Business Day, other than pursuant to Section 3(n), or (v) the 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"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for the Shares purchased and then outstanding pursuant to the Purchase Agreement for each the initial thirty (30) day period following such Event until the applicable Event has been cured, which amount shall be pro rated for any period 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 7(a8(e) shall be due and payable immediately upon demand in immediately available cash or, at the option of the Holder, in shares of Common Stockfunds. 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 thirty-fifth (35th) day following the Closing Date or has not been declared effective by and maintained in the Commission on or prior to manner contemplated herein during the Effectiveness DatePeriod or if any other Event as described herein has occurred. Notwithstanding the foregoing, the Company shall remain obligated to cure the 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.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by thirty-fifth (35th) day following the Commission on or prior to the Effectiveness Closing Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded promptly by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than one (1) Business Day, other than pursuant to Section 3(n), or (v) 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 Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Shares Purchase Agreement for the initial thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier), 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 Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period following such Event until the applicable Event has been cured, cured which amount shall be pro rated for any period such periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a8(e) shall be due and payable immediately upon demand in immediately available cash or, at the option of the Holder, in shares of Common Stockfunds. 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 thirty-fifth (35th) day following the Closing Date or has not been declared effective by and maintained in the Commission on or prior to manner contemplated herein during the Effectiveness DatePeriod or if any other Event as described herein has occurred. Notwithstanding the foregoing, the Company shall remain obligated to cure the 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.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the sixtieth (60th) calendar day following 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to by the sixtieth (60th) calendar day following the Filing Date, or 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 Warrant 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 (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board for any reason for more than three Business Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason, 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"), the Company shall pay as liquidated damages ("Liquidated Damages") for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two one percent (21%) of such Holder's pro rata share of the purchase price paid by all Holders for all shares of the Shares Series A Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the first thirty (30) day period, and three percent (3%) for each additional thirty (30) day period following such Event until the applicable Event has been cured, which amount shall be pro rated for any period such periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a7(d) shall be due and payable immediately upon demand in cash or, at the option of the Holder, Holders in shares cash or as an accrual to the Liquidation Preference Amount (as defined in the Certificate of Common Designation of the Series A Convertible Preferred Stock). 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 sixtieth (60th) calendar day following the Filing Date Date, or has not been declared effective by the Commission on or prior to the Effectiveness DateDate and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the 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 (iiC) 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 by a subsequent Registration Statement filed with and declared effective by the Commission in accordance with the terms of this Agreement, or (D) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five has breached Section 2.1(ii) hereof, or (5E) Business Days of following the date that the Company shares of Common Stock initially commence trading or quotation, trading in the Common Stock shall be suspended or if the Common Stock is notified no longer quoted on or delisted from the principal exchange on which the Common Stock is then traded for any reason for more than ten (orally or 10) business days in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A), (B) and (D) the date on which such Event occurs, or for purposes of clause (C) after more than thirty (30) days, or for purposes of clause (E) the date on which such ten (10) Business Day period is exceeded being referred to as "Event Date"), the Company shall pay an amount as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount Holder, payable in cash, equal to two one and one-half percent (21.5%) of such Holder's pro rata share the amount of the purchase price paid by all Holders Holder’s initial investment in the Notes for each calendar month or portion thereof thereafter from the Shares purchased 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 2.4 exceed an aggregate of eight percent (8%) of the Purchase amount of the Holder’s initial investment in the Notes. The Company shall not be liable for liquidated damages under this Agreement for 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 2.3 are triggered, in which case the provisions of this Section 2.4 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 2.4, if (a) any of the Events described in clauses (A), (B), (C) or (D) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised in good faith its rights under Section 2.1(ii) hereof and (c) the postponement or suspension permitted pursuant to such Section 2.1(ii) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second business day following the termination of such postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 2.4 shall be payable on the third (3rd) business day of each thirty (30) day period following the Event Date. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damages be payable with respect to the Warrants or the shares of Common Stock issuable upon exercise thereof. Common Stock shall be suspended or if the Common Stock is no longer quoted on or delisted from the principal exchange on which the Common Stock is then traded for any reason for more than ten (10) business days in the aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A), (B) and (D) the date on which such Event until the applicable Event has been curedoccurs, which amount shall be pro rated or for any period less purposes of clause (C) after more than thirty (30) days days, or for purposes of clause (E) the date on which such ten (10) Business Day period is exceeded being referred to as "Periodic AmountEvent Date"). Payments , the Company shall pay an amount as liquidated damages to be made each Holder, payable in cash, equal to one and one-half percent (1.5%) of the amount of the Holder’s initial investment in the Notes for each calendar month or portion thereof thereafter from the Event Date until the applicable Event is cured; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(a2.4 exceed an aggregate of eight percent (8%) shall be due and payable immediately upon demand in cash or, at the option of the Holder, in shares of Common Stock. 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 the Holder’s initial investment in the Notes. The Company shall not be liable for liquidated damages that may be incurred under this Agreement as to any Registrable Securities which are not permitted by the Holders if 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 Statement is not Statements required to be filed pursuant to Section 2.3 are triggered, in which case the provisions of this Section 2.4 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 2.4, if (a) any of the Events described in clauses (A), (B), (C) or (D) shall have occurred, (b) on or prior to the Filing applicable Event Date, the Company shall have exercised in good faith its rights under Section 2.1(ii) hereof and (c) the postponement or suspension permitted pursuant to such Section 2.1(ii) 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 has not been declared effective suspension. Liquidated damages payable by the Commission Company pursuant to this Section 2.4 shall be payable on or prior the third (3rd) business day of each thirty (30) day period following the Event Date. Notwithstanding anything to the Effectiveness Datecontrary contained herein, in no event shall any liquidated damages be payable with respect to the Warrants or the shares of Common Stock issuable upon exercise thereof.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not Company fails to include Registrable Securities in a registration statement filed on or prior with the Commission under the Securities Act to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Dateextent required in accordance herewith, or (ii) the Company fails to file Registration Statement is filed with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) and declared effective by the Commission that 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 promptly by a subsequent Registration Statement will not filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iii) trading in the Common Stock shall be "reviewed," suspended or not subject if the Common Stock is delisted from any securities exchange, quotation system or market on which Registrable Securities are required hereunder to further review be listed (each an “Exchange”), without immediately being listed on any other Exchange, for any reason for more than one (1) Business Day, other than pursuant to Section 3(n), or (iv) 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, or (v) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "“Event"”), the Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two one and one-half percent (21.5%) of such Holder's pro rata share of the purchase price Purchase Price paid by all Holders for the Shares purchased such Holder pursuant to the Purchase Agreement for each the initial thirty (30) day period following such Event (or portion thereof) until the applicable Event has been cured, which amount shall be pro rated and one and one-half percent (1.5%) of such Holder's Purchase Price paid by such Holder pursuant to the Purchase Agreement for any period less than each subsequent thirty (30) days day period (or portion thereof) until the applicable Event has been cured (the "“Periodic Amount"”). Payments to be made pursuant to this Section 7(a8(e) shall be due and payable immediately upon demand in immediately available cash or, at the option of the Holder, in shares of Common Stockfunds. 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 in connection with such Event. Notwithstanding the Registration Statement is not filed on foregoing, the Company shall remain obligated to cure the breach or prior correct the condition that caused the Event, and the Holder shall have the right to the Filing Date take any action necessary or has not been declared effective by the Commission on or prior desirable to the Effectiveness Dateenforce such obligation.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date times set forth in Section 2 and maintained in the manner contemplated herein during the applicable Effectiveness Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the NCTI Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Datetime periods set forth in Section 2 (or in the event an Additional Registration Statement, filed because the Company shall have been required to issue Additional Investor Shares pursuant to Section 3.11 of the Exchange Agreement, is not filed and declared effective within the time periods set forth in Section 2), or (iiB) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (C) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities and Additional Investor Shares, if any, at any time prior to the expiration of the applicable Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (D) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board or the market or exchange on which the Common Stock is then quoted or listed for any reason for more than three (3) Business Days in the aggregate, or (E) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Exchange 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 (F) the Company has breached Section 3(m) (any such failure or breach being referred to as an "Event", and for purposes of clauses (A) and (F) the date on which such Event occurs, or for purposes of clause (B) the date on which such five day period is exceeded, or for purposes of clause (C) 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 Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent (2%) of such Holder's pro rata share 1.5% per calendar month or portion thereof of the purchase price paid market value of the outstanding Registrable Securities and Additional Investor Shares, if any, held by all Holders for such Holder that have not been sold from the Shares purchased pursuant to the Purchase Agreement for each thirty (30) day period following such Event Date until the applicable Event has been is cured, which amount shall be pro rated for any period less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a7(c) shall be due and payable immediately upon demand in cash or, at the option of the Holder, in shares of Common Stock. 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 has not been declared effective by the Commission on or prior to the Effectiveness Dateimmediately available funds.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or 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 Common 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), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 12dl-2 promulgated under the Securities Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time during the Period, without being succeeded within a reasonable period by a subsequent Registration Statement filed with and declared effective by the Commission, or (iv) during the Period, trading in the Common Stock shall be suspended for any reason for more than three (3) Business Days in the aggregate, or (v) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "EventEVENT"), the Company shall pay as liquidated damages for such failure and not as a penalty (the "Liquidated DamagesLIQUIDATED DAMAGES") to each the Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by the Holder for all Holders for Registrable Securities then held by the Shares purchased pursuant to the Purchase Agreement Holder for each thirty (30) day period following such Event until the applicable Event has been curedperiod, which amount shall be pro rated for any period less than thirty (30) days days, following the Event until the applicable Event has been cured. The combined aggregate Liquidated Damages payable by the Company for delayed filing of the registration statement or delayed effectiveness beyond the Effectiveness Date, in the case of clause (i) of this Section 7(d), shall not exceed sixteen percent (16%) of the "Periodic Amount")purchase price paid by the Purchaser for the Registrable Securities and Liquidated Damages shall cease to accrue after the date on which Purchaser would be able to sell all such Registrable Securities held by it without restriction pursuant to Rule 144(k) promulgated under the Securities Act. Payments to be made pursuant to this Section 7(a7(d) shall be due and payable immediately upon demand in cash or, at the option of the Holder, Holders in shares of Common Stockcash. The parties agree that the Periodic Amount represents Liquidated Damages represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness DateDate and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The ------------------------------------------------------- Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed or confidentially submitted 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iI) the Registration Statement is not filed or confidentially submitted on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness DateDate (or in the event an additional Registration Statement is filed or confidentially submitted because the actual number of Common Shares exceeds the number of shares of Common Shares initially registered is not filed and declared effective within the time periods set forth in Section 2), or (iiII) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 12d l-2 promulgated under the Securities Exchange Act within five (5) Business Days days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (III) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded by a subsequent Registration Statement filed with and declared effective by the Commission, or (IV) trading in the Common Stock shall be suspended for any reason for more than three (3) Business Days in the aggregate, or (V) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the ----- Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent (2%) of such Holder's pro rata share % of the ------------------ aggregate purchase price paid of all of the Registrable Securities then held by all Holders for the Shares purchased pursuant to the Purchase Agreement such Holder for each thirty (30) day period following such Event until the applicable Event has been cured, which amount shall be pro rated for any period periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this --------------- Section 7(a7(d) shall be due and payable immediately upon demand in cash or, at the option of the Holder, Holders in shares of Common Stockcash. 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 has not been declared effective by the Commission on or prior to the Effectiveness DateDate and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date, or (ii) except as otherwise permitted herein, the Company intentionally and willfully fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period due to an intentional and willful act by the Company, without being succeeded immediately by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the American Stock Exchange or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than one (1) Business Day, other than pursuant to Section 3(n), due to an intentional and willful act by the Company, or (v) the conversion rights of the Holders are suspended due to an intentional and willful act by the Company without the consent of the particular Holder other than as set forth in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two one percent (21%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Shares Purchase Agreement for the initial thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier), 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 Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period following such Event until the applicable Event has been cured, cured which amount shall be pro rated for any period such periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a7(e) shall be due and payable immediately upon demand in immediately available cash or, at the option of the Holder, in shares of Common Stockfunds. 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 forty-fifth (45th) day following the Closing Date or has not been declared effective by and maintained in the Commission on or prior to manner contemplated herein during the Effectiveness DatePeriod or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from each securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than five (5) Business Days, other than pursuant to Section 3(n), or (v) the Company refuses or fails to effect any conversion of the Notes into Conversion Shares or any exercise of Warrants into Warrant Shares in accordance with the terms of the Notes and Warrants for any reason without the consent of the particular Holder (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders Subscription Amount for the Shares purchased pursuant to the Purchase Agreement for each initial thirty (30) day period following such Event until the applicable Event has been cured, which amount shall be pro rated for any period such periods less than thirty (30) days and two percent (2%) of such Holder's Subscription Amount for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a7(e) shall be due and payable immediately upon demand in immediately available cash or, at the option of the Holder, in shares of Common Stockfunds. 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 has not been declared effective by and maintained in the Commission on or prior to manner contemplated herein during the Effectiveness DatePeriod or if any other Event as described herein has occurred. Notwithstanding the foregoing, the Company shall remain obligated to cure the 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. Each Holder of Registrable Securities acknowledges that, notwithstanding any provision of this Agreement, no damages shall be payable in connection with the Company's imposition of a Blackout Period in accordance with Section 3(n) of this Agreement.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holder agree that the Holders Holder will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders Holder further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Required Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) writing by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective or available as to all Registrable Securities at any time during the Effectiveness Period, without being succeeded within a reasonable period by a subsequent Registration Statement filed with and declared effective by the Commission (any such failure or breach being referred to as an "Event"), the Company shall pay as liquidated damages for such failure or breach and not as a penalty (the "Liquidated Damages") to each the Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price of the Common Stock paid by all Holders for the Shares purchased Holder pursuant to the Purchase Agreement for each thirty (30) day period following such during which any Event until the applicable Event has been cureddescribed in subsections (i), which amount shall be (ii) or (iii) above occurs and is continuing, pro rated for any period less than thirty (30) days days, following the Event until the applicable Event has been cured; provided, however, the Holder will waive any Liquidated Damages resulting from the Registration Statement ceasing to remain effective after being declared effective by the Commission if the Company cures such breach prior to the end of the first thirty (30) day period thereafter. Notwithstanding the "Periodic Amount")foregoing, in no event shall the Company be required to pay aggregate Liquidated Damages (A) in excess of sixteen percent (16%) of the purchase price of the Common Stock paid by the Holder pursuant to the Purchase Agreement for a failure to comply with subsections (i) or (ii) above, or (B) in excess of eight percent (8%) of the purchase price of the Common Stock paid by the Holder pursuant to the Purchase Agreement for a failure to comply with subsection (iii) above. Payments to be made pursuant to this Section 7(a8(d) shall be due and payable immediately upon demand in cash or, at the option of the Holder, in shares of Common Stockcash. The parties agree that the Periodic Amount represents Liquidated Damages represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders Holder if the Registration Statement is not filed on or prior to the Required Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness DateDate and maintained in the manner contemplated herein during the Effectiveness Period.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date times set forth in Section 2 and maintained in the manner contemplated herein during the applicable Effectiveness Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Shelf Registration Statement is not filed on or prior to the Filing Date, Date or is not declared effective by the Commission on or prior to the Effectiveness Datetime periods set forth in Section 2 (or in the event an Additional Registration Statement, filed because the Company shall have been required to issue Additional Shares pursuant to Section 3.11 of the Purchase Agreement, is not filed and declared effective with the time periods set forth in Section 2), or (iiB) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (C) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities and Additional Shares, if any, at any time prior to the expiration of the applicable Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (D) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board or the market or exchange on which the Common Stock is then quoted or listed for any reason for more than three (3) Business Days in the aggregate, (E) 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 (30) days after written notice thereof to the Company, or (F) the Company has breached Section 3(m) (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (F) the date on which such Event occurs, or for purposes of clause (B) the date on which such five day period is exceeded, or for purposes of clause (C) 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 Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent (2%) of such Holder's pro rata share 1.5% per calendar month or portion thereof of the purchase price paid market value of the outstanding Registrable Securities and Additional Shares, if any, held by all Holders for such Holder that have not been sold from the Shares purchased pursuant to the Purchase Agreement for each thirty (30) day period following such Event Date until the applicable Event has been is cured, which amount shall be pro rated for any period less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a7(c) shall be due and payable immediately upon demand in cash or, at the option of the Holder, in shares of Common Stock. 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 has not been declared effective by the Commission on or prior to the Effectiveness Dateimmediately available funds.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by twenty-fifth (25th) 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by twenty-fifth (25th) day following the Commission on or prior to the Effectiveness Closing Date, or (ii) the 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 five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than one (1) Business Day, other than pursuant to Section 3(n), or (v) the exercise rights of the Holders 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"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for the Shares purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period until the applicable Event has been cured or until the Shares have been redeemed (whichever is earlier), 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 following such Event until the applicable Event has been cured, cured which amount shall be pro rated for any period such periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a7(e) shall be due and payable immediately upon demand in immediately available cash or, at the option of the Holder, in shares of Common Stockfunds. 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 twenty-fifth (25th) day following the Closing Date or has not been declared effective by and maintained in the Commission on or prior to manner contemplated herein during the Effectiveness DatePeriod or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date, or (ii) the Company fails to file Registration Statement is filed with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) and declared effective by the Commission that 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 will not filed with and declared effective by the Commission, or (iii) trading in the Common Stock shall be "reviewed," suspended for more than three (3) business days in the aggregate, or not subject to further review (iv) the Company has breached Section 3(n) of this Agreement (any such failure being referred to as an "Event"), the Company shall pay as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to one percent (1%) of such Holder's pro rata share of the purchase price paid by all Holders for all shares of Common Shares purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period following the Event until the applicable Event has been cured, which amount shall be pro rated for any period 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 the all shares of Common Shares purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period following such Event thereafter until the applicable Event has been cured, which amount shall be pro rated for any period less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a7(e) shall be due and payable immediately upon demand in cash or, at the option of the HolderHolders immediately upon demand, which demand must be made within ninety (90) days after the applicable Event, in shares of Common Stockcash. 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 has not been declared effective by the Commission on or prior to the Effectiveness DateDate and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by thirtieth (30th) 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by thirtieth (30th) day following the Commission on or prior to the Effectiveness Closing Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) the Company has not effected an Authorized Share Increase (as defined in the Series D Certificate of Designation) within one hundred and thirty (130) days following the Closing Date (unless such failure results from a delay in the applicable regulatory response and not from a failure on the Company's part to make any applicable filings in a timely manner), or (v) trading in the Common Stock shall be suspended or if the Common Stock is delisted from any securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than one (1) Business Day, other than pursuant to Section 3(n), or (vi) the rights of the Holders to exercise into Warrant Shares are suspended for any reason without the consent of the particular Holder (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two (A) three percent (23%) of such Holder's pro rata share Subscription Amount (which shall be payable one time only with respect to each occurrence or continued occurrence of the purchase price paid by all Holders for the Shares purchased pursuant to the Purchase Agreement a particular Event) and (B) one and one-half percent (1.5%) of such Holder's Subscription Amount for each subsequent thirty (30) day period following such Event until the applicable Event has been cured, cured which amount shall be pro rated for any period such periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a7(e) shall be due and payable immediately upon demand in immediately available cash or, at the option of the Holder, in shares of Common Stockfunds. 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 thirtieth (30th) day following the Closing Date or has not been declared effective by and maintained in the Commission on or prior to manner contemplated herein during the Effectiveness DatePeriod or if any other Event as described herein has occurred. Notwithstanding the foregoing, the Company shall remain obligated to cure the 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.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date, except where such failure results from a Holder’s or the Special Counsel’s failure to return at least one (1) Business Day prior to filing any comments to the Registration Statement or any related Prospectus delivered thereto pursuant to Section 3(a) or otherwise to deliver information regarding a Holder required to be included therein or to comply with its obligations thereunder, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 12dl-2 promulgated under the Securities Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective or available as to all Registrable Securities at any time during the Effectiveness Period other than in connection with a Blackout Period permitted by Section 3(m), without being succeeded within a reasonable period by a subsequent Registration Statement filed with and declared effective by the Commission, or (iv) other than in connection with a Blackout Period permitted by Section 3(m), 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 (any such failure or breach being referred to as an "“Event"”), the Company shall pay as liquidated damages for such failure or breach and not as a penalty (the "“Liquidated Damages"”) to each Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price of the Preferred Stock and Warrants paid by all Holders for the Shares purchased such Holder pursuant to the Purchase Agreement for each thirty (30) day period following such Event until the applicable Event has been curedperiod, which amount shall be pro rated for any period less than thirty (30) days (days, following the "Periodic Amount")Event until the applicable Event has been cured. Payments to be made pursuant to this Section 7(a8(d) shall be due and payable immediately upon demand in cash or, at the option of the Holder, in shares of Common Stockcash. The parties agree that the Periodic Amount represents Liquidated Damages represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness DateDate and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement pursuant to Section 2(a)(i) is not filed on or prior to the Filing Date, Deadline or is a Registration Statement required to be filed pursuant to Section 2(a)(ii) has not declared effective by been filed within thirty (30) days following the Commission date on which the Additional Shares are issued or prior to the Effectiveness Datebecome issuable, or (ii) the Company fails to file with the Commission SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities 1933 Act within five (5) Business Days of the date that the 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 review, or (iii) the Registration Statement is filed with and declared effective by the 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 the SEC, except as otherwise permitted by this Agreement, or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from AMEX or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than one (1) Business Day, or (v) the rights of the Holders to exercise into Warrant Shares are suspended for any reason without the consent of the particular Holder other than as set forth in the Purchase Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay will make pro rata payments to each Holder, as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder penalty, in an amount equal to two percent (2%) of such Holder's pro rata share 1.0% of the purchase price paid aggregate amount invested by all Holders such Holder (for the Shares purchased pursuant to the Purchase Agreement for each thirty (30) day period following such Event until the applicable Event has been cured, which amount shall be pro rated for any period less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a) shall be due and payable immediately upon demand in cash or, at the option of the Holder, in shares of Common Stock. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date purposes of this Agreement, the Placement Agent shall be deemed to have invested an amount equal to ten percent (10%) of the aggregate purchase price of the Shares sold in the Private Placement, and for all other Holders, the amount invested by a Holder shall include the purchase price of the Shares acquired by such Holder and shall exclude any amount attributable to the Warrants acquired by such Holder in the Private Placement) for each 20-day period or pro rata for any portion thereof following the date on which the Event occurred. Such payments shall be in partial compensation to the Holders, and shall not constitute the Holders' exclusive remedy for such Events. Such payments shall be made to each Holder in cash. The amounts payable as liquidated damages that may pursuant to this paragraph shall be incurred by payable in lawful money of the Holders if United States, and amounts payable as liquidated damages shall be paid within two (2) Business Days of the last day of each such 20-day period during which the Registration Statement is not should have been filed on or prior for which no Registration Statement was filed with respect to the Filing Date Registrable Securities. Notwithstanding the foregoing, the Company shall remain obligated to cure the breach or has not been declared effective by correct the Commission on condition that caused the event, and the Holder shall have the right to take any action necessary or prior desirable to the Effectiveness Dateenforce such obligation.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not Company fails to include Registrable Securities in a registration statement filed on or prior with the Commission under the Securities Act to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Dateextent required in accordance herewith, or (ii) the Company fails to file Registration Statement is filed with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) and declared effective by the Commission that 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 promptly by a subsequent Registration Statement will not filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iii) trading in the Common Stock shall be "reviewed," suspended or not subject if the Common Stock is delisted from any securities exchange, quotation system or market on which Registrable Securities are required hereunder to further review be listed (each an “Exchange”), without immediately being listed on any other Exchange, for any reason for more than one (1) Business Day, other than pursuant to Section 3(n), or (iv) the conversion or redemption rights of the Holders are suspended for any reason without the consent of the particular Holder, or (v) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "“Event"”), the Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two one percent (21%) of such Holder's pro rata share of the purchase price Purchase Price paid by all Holders for the Shares purchased such Holder pursuant to the Purchase Agreement for each the initial thirty (30) day period following such Event until the applicable Event has been cured, which amount shall be pro rated for any period such periods less than thirty (30) days, and one percent (1%) of such Holder's Purchase Price paid by such Holder pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "“Periodic Amount"”). Payments to be made pursuant to this Section 7(a8(e) shall be due and payable immediately upon demand in immediately available cash or, at the option of the Holder, in shares of Common Stockfunds. 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 in connection with such Event. Notwithstanding the Registration Statement is not filed on foregoing, the Company shall remain obligated to cure the breach or prior correct the condition that caused the Event, and the Holder shall have the right to the Filing Date take any action necessary or has not been declared effective by the Commission on or prior desirable to the Effectiveness Dateenforce such obligation.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by twentieth (20th) 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by twentieth (20th) day following the Commission on or prior to the Effectiveness Closing Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an “Exchange”), without immediately being listed on any other Exchange, for any reason for more than one (1) Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "“Event"”), the Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two one and one-half percent (21.5%) of such Holder's ’s pro rata share of the purchase price paid by all Holders for the Shares Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period following such Event thereafter until the applicable Event has been cured, cured or until there are no longer any Registrable Securities issuable or outstanding (whichever is earlier) which amount shall be pro rated for any period such periods less than thirty (30) days (the "“Periodic Amount"”). Payments to be made pursuant to this Section 7(a7(e) shall be due and payable immediately upon demand in immediately available cash or, at the option of the Holder, in shares of Common Stockfunds. 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 twentieth (20th) day following the Closing Date or has not been declared effective by and maintained in the Commission on or prior to manner contemplated herein during the Effectiveness DatePeriod or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Preferred Holders agree that the Preferred Holders will suffer damages if the Registration Statement registration statement is not filed on or prior to the 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 occurPeriod. The Company and the Preferred Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement registration statement is not filed on or prior to the Filing Date, or (ii) is not declared effective by the Commission on or prior to the Effectiveness Date, or (iiiii) the Company fails to file registration statement is filed with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) and declared effective by the Commission but thereafter ceases to be effective at any time that it is required to be so effective other than as contemplated by, and then only to the extent in excess of the period permitted by, clause (b) of Section 2, without being succeeded within a Registration Statement will not be "reviewed," or not subject to further review reasonable period by a subsequent registration statement filed with and declared effective by the Commission (any such failure or breach being referred to as an "Event"), the Company shall pay as liquidated damages for such failure or breach and not as a penalty (the "Liquidated Damages") to each Preferred Holder an amount equal to two one percent (21%) of such Holder's pro rata share of the purchase price paid of the shares of Preferred Stock then held by all Holders for the Shares purchased pursuant to the Purchase Agreement such Preferred Holder for each thirty (30) day period following such during which any Event until the applicable Event has been cureddescribed in subsections (i), which amount shall be (ii) or (iii) above occurs and is continuing, pro rated for any period less than thirty (30) days days, following the Event until the applicable Event has been cured; provided, however, the Preferred Holders shall conclusively be deemed to have waived any Liquidated Damages resulting from the registration statement ceasing to remain effective after being declared effective by the Commission if the Company cures such breach prior to the end of the first thirty (30) day period thereafter. Notwithstanding the "Periodic Amount")foregoing, in no event shall the Company be required to pay Liquidated Damages to any Preferred Holder in excess of six percent (6%) of the purchase price of the shares of Preferred Stock held by such Preferred Holder. Payments to be made pursuant to this Section 7(a) 3 shall be due and payable immediately upon demand and all Liquidated Damages shall be paid by the issuance by the Company of a number of additional fully paid non-assessable shares of Series B Preferred Stock, in cash orthe case of Series B Holders, at and Series A Preferred Stock, in the option case of Series A Holders, in the name of the Holderregistered Holder equal to the amount of Liquidated Damages due divided by the purchase price per share of Preferred Stock (as adjusted for any stock split, in shares of Common Stockreverse stock split, reclassification, or similar event). The parties agree that the Periodic Amount represents Liquidated Damages represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred as a result of an Event. The remedies provided in this Agreement and the Purchase Agreement are cumulative and not exclusive of any remedies provided by law. In the event of a breach by the Company or by the Holders if of any of their obligations under this Agreement, the Registration Statement is Holders or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of their rights under this Agreement. The Company and the Holders agree that monetary damages would not filed on or prior to provide adequate compensation for any losses incurred by reason of a breach by it of any of the Filing Date or has not been declared effective by provisions of this Agreement and hereby further agrees that, in the Commission on or prior to event of any action for specific performance in respect of such breach, it shall waive the Effectiveness Datedefense that a remedy at law would be adequate.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 12dl-2 promulgated under the Securities Exchange Act within five seven (57) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time during the Effectiveness Period, without being succeeded within a reasonable period by a subsequent Registration Statement filed with and declared effective by the Commission, or (iv) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay as liquidated damages for such failure and not as a penalty (the "Liquidated DamagesLIQUIDATED DAMAGES") to each Holder an amount equal to one percent (1%) for the first calendar month and two percent (2%) per calendar month thereafter of such Holder's pro rata share of the purchase price paid by all Holders for the all shares of Common Shares purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period period, or portion thereof, following such the Event until the applicable Event has been cured, which amount shall be pro rated for any period less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a7(d) shall be due and payable immediately upon demand in cash or, at the option of the Holder, Holders in shares of Common Stockcash. The parties agree that the Periodic Amount represents Liquidated Damages represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness DateDate and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by Date through no fault of the Commission on or prior to the Effectiveness DateHolders, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period through no fault of the Holders, without being succeeded immediately by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from any securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than one (1) Business Day, other than pursuant to Section 3(n), or (v) the rights of the Holders to exercise into Warrant Shares are suspended for any reason without the consent of the particular Holder other than as set forth in the Purchase Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for the Shares Promissory Notes and Warrants purchased and then outstanding pursuant to the Purchase Agreement for each the initial thirty (30) day period following such Event until the applicable Event has been cured, which amount shall be pro rated for any period 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 Promissory Notes and Warrants 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 7(a7(e) shall be due and payable immediately upon demand in immediately available cash or, at the option of the Holder, in shares of Common Stockfunds. 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 has not been declared effective by and maintained in the Commission on or prior to manner contemplated herein during the Effectiveness DatePeriod or if any other Event as described herein has occurred. Notwithstanding the foregoing, the Company shall remain obligated to cure the 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.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) unless the time period is tolled as provided for herein, the Registration Statement is not filed on or prior to the Filing Date, or 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 Common Shares and Warrant Shares, or 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, (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 12dl-2 promulgated under the Securities Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, (iii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two one percent (21%) of such Holder's pro rata share of the purchase price paid by such Holder for all Holders for the Shares shares of Common Stock purchased and then outstanding pursuant to the Purchase Agreement for each the initial thirty (30) day period following such the Event until the applicable Event has been cured, which amount shall be pro rated for any such period less than thirty (30) days, and two percent (2%) of the purchase price paid by such Holder for all shares of Common Stock purchased and then outstanding for each additional thirty (30) day period thereafter until the applicable Event has been cured, which shall be pro rated for such periods less than 30 days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a7(e) shall be due and payable immediately upon demand in immediately available cash orfunds or freely tradable shares of Common Stock, at the option of such Holder. If a Holder elects to receive the Holder, Liquidated Damages in shares of Common Stock, the value of such shares of Common Stock shall be the lesser of $16.00 per share and the market price of the Common Stock then in effect. 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 Purchasers if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred. Notwithstanding anything to the contrary contained herein, the Company will not be liable for Liquidated Damages after one (1) year from the Tranche II Closing Date.

Failure to File Registration Statement and Other Events. The Company Corporation and the Purchasers Patriot Associates agree that the Holders Patriot Associates 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 Company Corporation and the Holders Patriot Associates further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (ia) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date, or (ii) the Company Corporation fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of after the date that the Company Corporation is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or will not be subject to further review review, or (b) 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 within twenty days thereafter by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") Corporation will make payments to each Holder Patriot Associates in an amount equal to two percent $1,250 for each twenty (2%) of such Holder's 20)-day period or pro rata share of for any portion thereof following the purchase price paid by all Holders for date on which the Shares purchased pursuant to the Purchase Agreement for each thirty (30) day period following such Event until the applicable Event has been cured, which amount occurred. Such payments shall be pro rated in partial compensation to Patriot Associates and shall not constitute Patriot Associates' exclusive remedy for any period less than thirty (30) days (the "Periodic Amount")such Events. Payments to Such payments shall be made to Patriot Associates in cash. The amounts payable pursuant to this Section 7(a) paragraph shall be due and payable immediately upon demand in cash or, at the option lawful money of the Holder, in shares of Common Stock. The parties agree that the Periodic Amount represents a reasonable estimate on the part United States within two (2) Business Days of the parties, as last day of the date of this Agreement, of the amount of damages that may be incurred by the Holders if each such twenty (20)-day period during which the Registration Statement is not should have been filed on or prior for which no Registration Statement was filed with respect to the Filing Date Registrable Securities. Notwithstanding the foregoing, the Corporation shall remain obligated to cure the breach or has not been declared effective by correct the Commission on condition that caused such Event, and Patriot Associates shall have the right to take any action necessary or prior desirable to the Effectiveness Dateenforce such obligation.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (iiC) the Company fails to file 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 request for acceleration subsequent Registration Statement filed with and declared effective by the Commission in accordance with Rule 461 promulgated under the Securities Act within five (5Section 1.2(a) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review 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 clause (C) after more than fifteen (15) Business Days, being referred to as “Event Date”), then the Company shall pay as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent (2%) of such Holder's all Holders, pro rata share according to their respective holdings of the purchase price paid by all Holders for the Shares purchased pursuant to the Purchase Agreement Registrable Securities, (i) for each thirty (30) day period following after such Event until Date during which such Event continues, an aggregate amount of cash equal to one percent (1%) of the applicable Event has been curednet principal amount then outstanding under the sale and purchase of future receipts [up to a total of 5%]; provided, which amount that no liquidated damages shall be pro rated for any period less than thirty (30) days (the "Periodic Amount"). Payments payable with respect to Registrable Securities that may then be made sold pursuant to this Rule 144. Liquidated damages payable by the Company pursuant to Section 7(a3.6(i) shall be due payable on the first Business Day following the Event Date, and liquidated damages payable immediately upon demand in cash by the Company pursuant to Section 3.6(ii) shall be payable on the thirtieth (30th) day (or, at if such day is not a Business Day, then on the option first Business day following) following the Event Date, and on each 30th day thereafter, until such Event is cured. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damages be payable with respect to the Warrants or the Warrant Shares. The foregoing liquidated damages shall be each Holder’s sole and exclusive remedy in respect of any Event. Notwithstanding anything to the contrary in this Section 3.6, if (a) any of the HolderEvents described in clauses (A), in shares of Common Stock. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties(B), as of the date of this Agreementor (C) shall have occurred, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed (b) on or prior to the Filing applicable Event Date, the Company shall have exercised its rights under Section 1.3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 1.3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or has not been declared effective by the Commission on or prior to the Effectiveness Datesuspension.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or 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 Common Shares and Common Stock into which 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), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 12dl-2 promulgated under the Securities Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time during the Period, without being succeeded within a reasonable period by a subsequent Registration Statement filed with and declared effective by the Commission, or (iv) during the Period, trading in the Common Stock shall be suspended for any reason for more than three (3) Business Days in the aggregate, or (v) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "EventEVENT"), the Company shall pay as liquidated damages for such failure and not as a penalty (the "Liquidated DamagesLIQUIDATED DAMAGES") to each Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for the all shares of Common Shares purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period period, or portion thereof, following such the Event until the applicable Event has been cured, which amount shall be pro rated for any period less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a7(d) shall be due and payable immediately upon demand in cash or, at the option of the Holder, Holders in shares of Common Stockcash. The parties agree that the Periodic Amount represents Liquidated Damages represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness DateDate and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 occurDate. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review (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, being referred to as "Event Date"), the Company shall pay an amount in cash as liquidated damages for such failure damages, and not as a penalty (the "Liquidated Damages") penalty, to each Holder an amount equal to two percent (2%) of such Holder's pro rata share 0.25% of the purchase price paid by all Holders for amount of the Shares purchased pursuant to Holder’s investment in the Common Stock of the Company as set forth in the Purchase Agreement for each thirty (30) day period following such for the first sixty (60) days of the period, increasing by an additional 0.25% per thirty (30) day period for each subsequent sixty (60) days, up to a maximum of one percent (1%) from the Event Date until the applicable Event has been is cured; provided, which however, that in no event shall the amount shall be pro rated for of liquidated damages payable at any period less than thirty (30) days (the "Periodic Amount"). Payments time and from time to be made time to any Holder pursuant to this Section 7(a8(b) shall be due and payable immediately upon demand in cash or, at the option exceed an aggregate of the Holder, in shares of Common Stock. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, ten percent (10%) of the amount of damages that may be incurred by the Holders Holder’s investment in the Common Stock of the Company as set forth in the Purchase Agreement. Notwithstanding anything to the contrary in this Section 8(b), if (a) any of the Registration Statement is not filed Events described in clauses (A) or (B) shall have occurred, (b) on or prior to the Filing applicable Event Date, the Company shall have exercised its rights under Section 3(l) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(l) 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 has suspension. The Company shall not been declared effective be responsible for any liquidated damages provided that the Registrable Securities are eligible for resale pursuant to Rule 144 of the Securities Act. Further, the liquidated damages shall be automatically eliminated without any action by the Commission on or prior parties to the Effectiveness Dateextent the Commission or the then published statements of the Fair Accounting Standards Board provides that (A) any portion of the liquidated damages shall be accounted for as a derivative instrument rather than a contingent payment obligation under generally accepted accounting principles and the rules and regulations of the Commission or (B) any of the Registrable Securities (whether or not deemed to include the liquidated damages payment obligation) must be accounted for as interests other than equity interests under generally accepted accounting principles and the rules and regulations of the Commission.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by thirtieth (30th) day following the Commission on or prior to the Effectiveness Initial Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occurPeriod. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by thirtieth (30th) day following the Commission on or prior to the Effectiveness Initial Closing Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from any securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than one (1) Business Day, other than pursuant to Section 3(n), or (v) the rights of the Holders to exercise into Warrant Shares are suspended for any reason without the consent of the particular Holder (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two one percent (21%) of such Holder's pro rata share of the purchase price paid by all Holders for the Purchased Shares purchased and then outstanding pursuant to the Purchase Agreement for each the initial thirty (30) day period following such Event until the applicable Event has been cured, which amount shall be pro rated for any period 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"). Payments to be made pursuant to this Section 7(a7(e) shall be due and payable immediately upon demand in immediately available cash or, at the option of the Holder, in shares of Common Stockfunds. 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 thirtieth (30th) day following the Initial Closing Date or has not been declared effective by and maintained in the Commission on or prior to manner contemplated herein during the Effectiveness DatePeriod or if any other Event as described herein has occurred. Notwithstanding the foregoing, the Company shall remain obligated to cure the 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.

Failure to File Registration Statement and Other Events. The ------------------------------------------------------- Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed or confidentially submitted 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iI) the Registration Statement is not filed or confidentially submitted on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness DateDate (or in the event an additional Registration Statement is filed or confidentially submitted because the actual number of Common Shares exceeds the number of shares of Common Shares initially registered is not filed and declared effective within the time periods set forth in Section 2), or (iiII) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 12dl-2 promulgated under the Securities Exchange Act within five (5) Business Days days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (III) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded by a subsequent Registration Statement filed with and declared effective by the Commission, or (IV) trading in the Common Stock shall be suspended for any reason for more than three (3) Business Days in the aggregate, or (V) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the ----- Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent (2%) of such Holder's pro rata share % of the ------------------ aggregate purchase price paid of all of the Registrable Securities then held by all Holders for the Shares purchased pursuant to the Purchase Agreement such Holder for each thirty (30) day period following such Event until the applicable Event has been cured, which amount shall be pro rated for any period periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this --------------- Section 7(a7(e) shall be due and payable immediately upon demand in cash or, at the option of the Holder, Holders in shares of Common Stockcash. 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 has not been declared effective by the Commission on or prior to the Effectiveness DateDate and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the 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 (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review review, provided that the Company had already filed an amended Form 8-K with the Commission setting forth the applicable financial statements required to be filed on Form 8-K with respect to the Company’s acquisition of the stock of Digital Union Limited prior to receiving such notice, or (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 promptly by a subsequent Registration Statement filed with and declared effective by the Commission, 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 The Nasdaq SmallCap 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 (C) and (F) the date on which such three Business Day period is exceeded, or for purposes of clause (D) after more than fifteen Business Days, being referred to as “Event Date”), the Company shall pay in cash an amount, as partial liquidated damages for such failure and not as a penalty (the "Liquidated Damages") penalty, to each Holder holder of Notes, as long as such Notes are outstanding, such holder’s pro rata portion of an amount equal to two one and one-half percent (211/2 %) of such Holder's pro rata share for the first calendar month and one and one-half percent (11/2 %) per calendar month thereafter or portion thereof of the purchase price paid by all Holders for initial principal amount of the Shares purchased pursuant Notes on the Closing Date from the Event Date (provided that, with respect to the Purchase Agreement for each thirty Event described in clause (30B), the “first calendar month” shall be deemed to commence on the thirtieth (30th) day period following such prior to the applicable Event Date) until the applicable Event has been is cured. Notwithstanding anything to the contrary in this paragraph (d), which amount shall be pro rated for if (i) any period less than thirty of the Events described in clauses (30A), (B) days or (the "Periodic Amount"). Payments to be made pursuant to this Section 7(aC) shall be due and payable immediately upon demand in cash orhave occurred, at the option of the Holder, in shares of Common Stock. 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 (ii) on or prior to the Filing applicable Event Date the Company shall have exercised its rights under Section 3(n) hereof and (iii) the postponement or has not been declared suspension permitted pursuant to such Section 3(n) shall remain effective by as of such applicable Event Date, then the Commission applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or prior suspension which is permitted pursuant to the Effectiveness DateSection 3(n).

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date, or (ii) except as otherwise permitted herein, the Company intentionally and willfully fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period due to an intentional and willful act by the Company, without being succeeded immediately by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from any securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are listed (each an “Exchange”), without immediately being listed on any other Exchange, for any reason for more than one (1) Business Day, other than pursuant to Section 3(n), due to an intentional and willful act by the Company, or (v) the exercise rights of the Holders under the Warrant are suspended due to an intentional and willful act by the Company without the consent of the particular Holder other than as set forth in the Warrant or (vi) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "“Event"”), the Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent (2%A) of $150,000, multiplied by such Holder's pro ’s pro-rata share portion of all of the purchase price paid Warrants purchased and then outstanding pursuant to the Purchase Agreement and (B) $75,000, multiplied by such Holder’s pro-rata portion of all Holders for of the Shares Warrants purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period following such Event until the applicable Event has been cured, cured which amount shall be pro rated for any period such periods less than thirty (30) days (the "“Periodic Amount"”). Payments to be made pursuant to this Section 7(a8(e) shall be due and payable immediately upon demand in immediately available cash or, at the option of the Holder, in shares of Common Stockfunds. 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 will be incurred by the Holders if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by and maintained in the Commission on or prior to manner contemplated herein during the Effectiveness DatePeriod or if any other Event as described herein has occurred. Notwithstanding the foregoing, the Company shall remain obligated to cure the 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.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or 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 Common 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), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 12dl-2 promulgated under the Securities Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to the Registrable Securities registered therein at any time during the Period, without being succeeded within a reasonable period by a subsequent Registration Statement filed with and declared effective by the Commission, or (iv) during the Period, trading in the Common Stock shall be suspended for any reason for more than three (3) Business Days in the aggregate, or (v) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each the Holder an amount equal to two three and one-half percent (2%3_%) of the face value of Series C Preferred Stock owned by such Holder's pro rata share of the purchase price paid by all Holders Holder for the Shares purchased pursuant to the Purchase Agreement for each first thirty (30) day period following and one and one-half percent (1_%) of the face value of Series C Preferred Stock owned by such Event until the applicable Event has been curedHolder for each subsequent thirty (30) day period, which amount shall be pro rated for any period less than thirty (30) days (days, following the "Periodic Amount")Event until the applicable Event has been cured. Payments to be made pursuant to this Section 7(a9(d) shall be due and payable immediately upon demand in cash or, at the option of the Holder, Holders in shares of Common Stockcash. The parties agree that the Periodic Amount represents Liquidated Damages represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness DateDate and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. 1. The Company and the Purchasers Investors agree that the Holders Investors 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 effectiveness period or if certain other events occur. The Company and the Holders Investors further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission SEC on or prior to the Effectiveness Date, Date or (ii) the Company fails to file with the Commission SEC a request for acceleration in accordance with Rule 461 12dl-2 promulgated under the Securities Exchange Act within five ten (510) Business Days business days of the date that the 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 review, or (iii) the Registration Statement is filed with and declared effective by the SEC but thereafter ceases to be effective as to all Registrable Securities at any time prior to the Mandatory Registration Termination Date, without being succeeded within a reasonable period by a subsequent Registration Statement filed with and declared effective by the SEC, or (iv) during the effectiveness period, trading in the Common Stock shall be suspended for any reason for more than three (3) business days in the aggregate (for purposes of this clause (iv), the term business day shall not include any day on which the Nasdaq National Market is closed for trading), or (v) the Company has breached Section 10(a)(ii) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder the Investors an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by such Investor for all Holders for the Shares purchased pursuant to the Purchase Agreement Registrable Securities then held by such Investor for each thirty (30) day period following such Event until the applicable Event has been curedperiod, which amount shall be pro rated for any period less than thirty (30) days (except with respect to the "Periodic Amount")Registration Statement not being declared effective by the Effectiveness Date pursuant to clause (i) of this Section 12, following the Event until the applicable Event has been cured; provided, however, that, notwithstanding the foregoing, the Company shall not be obligated to pay Liquidated Damages under this Section 12 if the Registration Statement is not deemed effective on or prior to the Effectiveness Date following a decision by the SEC to review the Registration Statement. Liquidated Damages shall cease to accrue after the date on which such Investor would be able to sell all such Registrable Securities held by it without restriction pursuant to Rule 144(k) promulgated under the Securities Act. Payments to be made pursuant to this Section 7(a) 12 shall be due and payable immediately upon demand in cash or, at the option of the Holder, Investors in shares of Common Stockcash. The parties agree that the Periodic Amount represents Liquidated Damages represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders Investors if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission SEC on or prior to the Effectiveness DateDate and maintained in the manner contemplated herein during the effectiveness period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Purchaser agree that the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review (any such failure being referred to as an "Event"), the Company shall pay as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for the Shares purchased pursuant to the Purchase Agreement for each thirty (30) day period following such Event until the applicable Event has been cured, which amount shall be pro rated for any period less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a) shall be due and payable immediately upon demand in cash or, at the option of the Holder, in shares of Common Stock. 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 has not been declared effective by the Commission on or prior to the Effectiveness Date.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date, or (ii) except as otherwise permitted herein, the Company intentionally and willfully fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period due to an intentional and willful act by the Company, without being succeeded immediately by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from any securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than one (1) Business Day, other than pursuant to Section 3(n), due to an intentional and willful act by the Company, or (v) the conversion rights of the Holders are suspended due to an intentional and willful act by the Company without the consent of the particular Holder other than as set forth in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two three percent (23%) of such Holder's pro rata share Purchase Price for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement and one and one-half percent (1.5%) of the purchase price paid by all Holders such Holder's Purchase Price for the Shares Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period following such Event until the applicable Event has been cured, cured which amount shall be pro rated for any period such periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a8(e) shall be due and payable immediately upon demand in immediately available cash or, at the option of the Holder, in shares of Common Stockfunds. 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 will be incurred by the Holders if the Registration Statement is not filed on or prior to the Filing forty-fifth (45th) day following the Closing Date or has not been declared effective by and maintained in the Commission on or prior to manner contemplated herein during the Effectiveness DatePeriod or if any other Event as described herein has occurred. Notwithstanding the foregoing, the Company shall remain obligated to cure the 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.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date, or (ii) except as otherwise permitted herein, the Company intentionally and willfully fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period due to an intentional and willful act by the Company, without being succeeded immediately by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from any securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are listed (each an “Exchange”), without immediately being listed on any other Exchange, for any reason for more than one (1) Business Day, other than pursuant to Section 3(n), due to an intentional and willful act by the Company, or (v) the exercise rights of the Holders under the Warrant are suspended due to an intentional and willful act by the Company without the consent of the particular Holder other than as set forth in the Warrant or (vi) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "“Event"”), the Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent (2%A) of $150,000, multiplied by such Holder's pro ’s pro-rata share portion of all of the purchase price paid Warrants purchased and then outstanding pursuant to the Purchase Agreement and (B) $75,000, multiplied by such Holder’s pro-rata portion of all Holders for of the Shares Warrants purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period following such Event until the applicable Event has been cured, cured which amount shall be pro rated for any period such periods less than thirty (30) days (the "“Periodic Amount"”). Payments to be made pursuant to this Section 7(a7(e) shall be due and payable immediately upon demand in immediately available cash or, at the option of the Holder, in shares of Common Stockfunds. 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 will be incurred by the Holders if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by and maintained in the Commission on or prior to manner contemplated herein during the Effectiveness DatePeriod or if any other Event as described herein has occurred. Notwithstanding the foregoing, the Company shall remain obligated to cure the 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.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holder agree that the Holders Holder will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders Holder further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 12dl-2 promulgated under the Securities Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective or available as to all Registrable Securities at any time during the Effectiveness Period, without being succeeded within a reasonable period by a subsequent Registration Statement filed with and declared effective by the Commission, or (iv) the Company suspends the use of the Prospectus forming a part of such Registration Statement for more than thirty (30) days in any period of 365 consecutive days if the Company suspends in reliance on its ability to do so due to the existence of a development that, in the good faith discretion of the Board, makes it appropriate to so suspend or which renders the Company unable to comply with the Commission requirements, or the Company suspends the use of the Prospectus forming a part of such Registration Statement for more than sixty (60) days in any period of 365 consecutive days for any other reason (any such failure or breach being referred to as an "Event"), the Company shall pay as liquidated damages for such failure or breach and not as a penalty (the "Liquidated Damages") to each the Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price of the Preferred Stock and Warrants paid by all Holders for the Shares purchased Holder pursuant to the Purchase Agreement for each thirty (30) day period following such Event until the applicable Event has been curedperiod, which amount shall be pro rated for any period less than thirty (30) days (days, following the "Periodic Amount")Event until the applicable Event has been cured. Payments to be made pursuant to this Section 7(a8(d) shall be due and payable immediately upon demand in cash or, at the option of the Holder, in shares of Common Stockcash. The parties agree that the Periodic Amount represents Liquidated Damages represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders Holder if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness DateDate and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 any other events occurEvent (as defined below) has occurred. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date, or (ii) in the event that the Holders of at least a majority of the Registrable Securities have complied with Section 3(m) hereof and the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the later to occur of (A) the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review (any such failure being referred to as an "Event"), the “No Review Date”) and (B) the date that is the earlier of (1) the date following the No Review Date that the Company shall pay as liquidated damages for such failure and not as a penalty is notified (orally or in writing, whichever is earlier) by the "Liquidated Damages") Commission that confidential treatment has been granted with respect to each Holder an amount equal to two percent all of the Company’s outstanding confidential treatment requests or (2%) of the date following the No Review Date that is ninety (90) days following the Closing Date, unless such Holder's pro rata share of the purchase price paid by all Holders for the Shares purchased ninety day period is extended pursuant to the Purchase Agreement for each thirty written consent of SDS Capital Group SPC, Ltd. or (30iii) day period following such Event until the applicable Event has been cured, which amount shall be pro rated for any period less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a) shall be due and payable immediately upon demand in cash or, at the option of the Holder, in shares of Common Stock. 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 has not been with and declared effective by the Commission on or but thereafter ceases to be effective as to all Registrable Securities registered pursuant to such Registration Statement at any time prior to the expiration of the Effectiveness Date.Period, without being succeeded immediately by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the American Stock Exchange or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities

Failure to File Registration Statement and Other Events. The Company and the Purchasers Advisors agree that the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, except as set forth in Section 3(n), (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date100th day after the Filing Date (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 (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review 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 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 the American Stock Exchange for any reason for more than three 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," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such five Business Day period is exceeded, or for purposes of clause (D) after more than fifteen 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 Company shall pay an amount as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent 2.0% for the first calendar month or portion thereof and 1.5% per calendar month thereafter or portion thereof of the Holder's initial investment in the Preferred Stock from the Event Date (2%) provided that, with respect to the Event described in clause (B), the "first calendar month" shall be deemed to commence on the 10th day prior to the applicable Event Date), less any amount of Preferred Stock that has been converted or redeemed by such Holder's pro rata share of the purchase price paid by all Holders for the Shares purchased pursuant to the Purchase Agreement for each thirty (30) day period following such Event , until the applicable Event has been is cured. Notwithstanding anything to the contrary in this paragraph (e), which amount shall be pro rated for if (I) any period less than thirty of the Events described in clauses (30A), (B) days or (the "Periodic Amount"). Payments to be made pursuant to this Section 7(aC) shall be due and payable immediately upon demand in cash orhave occurred, at the option of the Holder, in shares of Common Stock. 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 (II) on or prior to the Filing 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 has not been declared effective by the Commission on or prior to the Effectiveness Datesuspension.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or (ii) the registration Statement is not declared effective by the Commission on or prior to the Effectiveness DateDeadline, or (iiiii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review review, 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 promptly by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by Sections 3(n) or 3(o); provided, that (x) such exclusion, with respect to Section 3(n), shall only apply for not more than an aggregate 90 days in any 12-month period as described in Section 3(n), and (y) such exclusion, with respect to Section 3(o), shall only apply for not more than 30 consecutive days and not more than an aggregate of 90 days in any 12-month period as described in Section 3(o), or (v) trading in the Common Stock shall be suspended or if the Common Stock is delisted from each securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without promptly being listed on any other Exchange, for any reason for more than five (5) Business Days, other than pursuant to Sections 3(n) or 3(o); provided, that (x) such exclusion, with respect to Section 3(n), shall only apply for not more than an aggregate 90 days in any 12-month period as described in Section 3(n), and (y) such exclusion, with respect to Section 3(o), shall only apply for not more than 30 consecutive days and not more than an aggregate of 90 days in any 12-month period as described in Section 3(o) (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages (which liquidated damages shall be the sole and exclusive remedy for the Holders) for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two one percent (21%) of such Holder's pro rata share of the purchase price paid by all Holders for the Purchased Shares purchased and then outstanding pursuant to the Purchase Agreement for each the initial thirty (30) day period following such Event until the applicable Event has been cured, which amount shall be pro rated for any period 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, provided that all such cash payments hereunder shall not exceed in the aggregate five percent (5%) of the purchase price paid by all Holders for Purchased Shares pursuant to the Purchase Agreement (the "Periodic Amount"). Payments to be made pursuant to this Section 7(a7(e) shall be due and payable immediately upon demand in immediately available cash or, at the option of the Holder, in shares of Common Stockfunds. 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 has not been declared effective by and maintained in the Commission on or prior to manner contemplated herein during the Effectiveness DatePeriod or if any other Event as described herein has occurred. Notwithstanding the foregoing, the Company shall remain obligated to cure the 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.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holder agree that the Holders Holder will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders Holder further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 12dl-2 promulgated under the Securities Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective or available as to all Registrable Securities at any time during the Effectiveness Period, without being succeeded within a reasonable period by a subsequent Registration Statement filed with and declared effective by the Commission, or (iv) the Company suspends the use of the Prospectus forming a part of such Registration Statement for more than thirty (30) days in any period of 365 consecutive days if the Company suspends in reliance on its ability to do so due to the existence of a development that, in the good faith discretion of the Board, makes it appropriate to so suspend or which renders the Company unable to comply with the Commission requirements, or the Company suspends the use of the Prospectus forming a part of such Registration Statement for more than sixty (60) days in any period of 365 consecutive days for any other reason, or (v) during the Effectiveness Period, trading in the Common Stock shall be suspended for any reason for more than three (3) Business Days in the aggregate, or (vi) the Company breaches in a material respect any covenant or other material term or condition in the Transaction Documents (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty (30) days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "“Event"”), the Company shall pay as liquidated damages for such failure or breach and not as a penalty (the "“Liquidated Damages"”) to each the Holder an amount equal to (A) one percent (1%) of the purchase price of the Shares paid by the Holder pursuant to the Subscription Agreement for the first thirty (30) day period, and (B) two percent (2%) of such Holder's pro rata share of the purchase price of the Shares paid by all Holders for the Shares purchased Holder pursuant to the Purchase Subscription Agreement for each thirty (30) day period following such Event until the applicable Event has been curedthereafter, which amount shall be pro rated for any period less than thirty (30) days days, following the event until the applicable Event has been cured. Notwithstanding the foregoing, in no event shall the Company be required to pay aggregate Liquidated Damages under this Section 8(d) in excess of eight percent (8%) of the "Periodic Amount")purchase price of the Shares paid by the Holder pursuant to the Subscription Agreement. Payments to be made pursuant to this Section 7(a8(d) shall be due and payable immediately upon demand in cash or, at the option of the Holder, in shares of Common Stockcash. The parties agree that the Periodic Amount represents Liquidated Damages represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders Holder if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness DateDate and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchasers Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the 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 Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) (i) the Registration Statement is not filed on or prior to the Filing Date, Date or (ii) is not declared effective by the Commission on or prior to the thirtieth (30th) day following the Effectiveness Date, or (iiB) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review review, or (C) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities included therein at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (D) trading in the Common Stock shall hereafter be suspended or if the Common Stock is hereafter delisted from the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) Business Days in the aggregate, or (E) 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), the Exchange 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 (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 (D) the date on which such Event occurs, or for purposes of clause (B) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (C) after more than fifteen (15) Business Days, or for purposes of clause (D) the date on which such three (3) Business Day period is exceeded, or for clause (E) the date on which such thirty (30) day period is exceeded, or for clause (F) the date the Company has breached Section 3(n) hereof, being referred to as “Event Date”), the Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder only with respect to the Series A Convertible Preferred Stock and Series A-1 Convertible Preferred Stock held by such Holder in an amount equal to (x) solely in the case of clause (A)(i) two percent (2%) of such Holder's pro rata share the Holders’ initial investment in the Series A Convertible Preferred Stock and the stated value of the purchase price paid by all Holders for Series A-1 Convertible Preferred Stock (provided, however, that in the Shares purchased pursuant case of clause (A)(i), the Event shall be deemed to commence on the sixtieth (60) day prior to the Purchase Agreement Event Date), and (y) in all other cases, one percent (1.0%) for each thirty (30) day period following such thereafter or portion thereof of the Holder’s initial investment in the Series A Convertible Preferred Stock and the stated value of the Series A-1 Convertible Preferred Stock from the Event Date until the earlier of (x) the date when the applicable Event has been cured, or (y) when the Effectiveness Period ends, which amount shall be pro rated for any period such periods less than thirty (30) days (the "“Periodic Amount"”). Payments ; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to be made time to any Holder pursuant to this Section 7(a7(e) exceed an aggregate of twenty-four percent (24%) of the amount of the Holder’s initial investment in the Series A Convertible Preferred Stock and the stated value of the Series A-1 Convertible 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 (A)(ii) above shall be payable by the Company based on one percent (1%) of the portion of the Holder’s initial investment in the Series A Convertible Preferred Shares and the stated value of the Series A-1 Convertible 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 paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(e) shall be due and payable immediately upon demand in cash or, at on the option first (1st) Business Day of each thirty (30) day period following the HolderEvent Date. Notwithstanding anything to the contrary contained herein, in shares of Common Stockno event shall any liquidated damages be payable with respect to the Warrants or the 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 the Holders if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness DateDate and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.