Common use of Failure to File Registration Statement Clause in Contracts

Failure to File Registration Statement. If a Registration Event occurs, then the Company will make payments to each Purchaser and SMH (to the extent that it has exercised the Warrant)(a "QUALIFIED Purchaser"), as partial liquidated damages for the minimum amount of damages to the Qualified Purchaser by reason thereof, and not as a penalty, at a rate equal to one percent (1%) of the Offering Price per share of Preferred Stock or, with respect to SMH, one tenth of one percent (0.1%) of the Offering Price for each share of Common Stock acquired upon exercise of the Warrant, held by such Qualified Purchaser per month, for each calendar month of the Registration Default Period (pro rated for any period less than 30 days); provided, however, if a Registration Event occurs (or is continuing) on a date more than one-year after the Qualified Purchaser acquired the Registrable Securities (and thus the one-year holding period under Rule 144(d) has elapsed), liquidated damages shall be paid only with respect to that portion of a Qualified Purchaser's Registrable Securities that cannot then be immediately resold in reliance on Rule 144. Each such payment shall be due and payable within five days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within five days after such termination. Such payments shall be in partial compensation to the Qualified Purchaser, and shall not constitute the Qualified Purchaser's exclusive remedy for such events. The Registration Default Period shall terminate upon (i) the filing of the Registration Statement in the case of clause (a) of the definition of "Registration Event," (ii) the SEC Effective Date in the case of clause (b) of the definition of "Registration Event," (iii) the ability of the Qualified Purchaser to effect sales pursuant to the Registration Statement in the case of clause (c) of the definition of "Registration Event," (iv) the listing or inclusion and/or trading of the Common Stock on an Approved Market, as the case may be, in the case of clause (d) of the definition of "Registration Event," and (v) in the case of the events described in clauses (b) and (c) of the definition of "Registration Event," the earlier termination of the Registration Default Period. The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States. Amounts payable as partial liquidated damages to each Qualified Purchaser hereunder with respect to each share of Registrable Securities shall cease when the Qualified Purchaser no longer holds such share of Registrable Securities or such share of Registrable Securities can be immediately sold by the Qualified Purchaser in reliance on Rule 144. SMH acknowledges and agrees that the partial liquidated damages provided for in this Section 3(f) shall apply to Registrable Securities of SMH only to the extent SMH has exercised the Warrant.

Failure to File Registration Statement. If a Registration Event occurs, then the Company will make payments to each Purchaser and SMH (to the extent that it has exercised the Warrant)(a a "QUALIFIED Qualified Purchaser"), as partial liquidated damages for the minimum amount of damages to the Qualified Purchaser by reason thereof, and not as a penalty, at a rate equal to one percent (1%) % of the Offering Purchase Price per share of Preferred Stock or, with respect to SMH, one tenth of one percent (0.1%) of the Offering Price for each share of Common Stock acquired upon exercise of the Warrant, Registrable Securities then held by such a Qualified Purchaser per monthmonthly, for each calendar month of the Registration Default Period (pro rated for any period less than 30 days); provided, however, if a Registration Event occurs (or is continuing) on a date more than one-year after the Qualified Purchaser acquired the Registrable Securities (and thus the one-year holding period under Rule 144(d) has elapsed), liquidated damages shall be paid only with respect to that portion of a the Qualified Purchaser's Registrable Securities that cannot then be immediately resold in reliance on Rule 144. Each such payment shall be due and payable within five days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within five days after such termination. Such payments shall be in partial compensation to the Qualified Purchaser, and shall not constitute the Qualified Purchaser's exclusive remedy for such events. The Registration Default Period shall terminate upon (i) the filing of the Registration Statement in the case of clause (a) of the definition of "Registration Event," , (ii) the SEC Effective Date in the case of clause (b) of the definition of "Registration Event," , (iii) the ability of the Qualified Purchaser to effect sales pursuant to the Registration Statement in the case of clause (c) of the definition of "Registration Event," , (iv) the listing or inclusion and/or trading of the Common Stock on an Approved Market, as the case may be, in the case of clause (d) of the definition of "Registration Event," , and (v) in the case of the events described in clauses (b) and (c) of the definition of "Registration Event," , the earlier termination of the Registration Default Period. The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States. Amounts payable as partial liquidated damages to each Qualified Purchaser hereunder with respect to each share of Registrable Securities shall cease when the Qualified Purchaser no longer holds such share shares of Registrable Securities or such share shares of Registrable Securities can be immediately sold by the Qualified Purchaser in reliance on Rule 144. SMH acknowledges and agrees that the partial liquidated damages provided for in this Section 3(f) shall apply to Registrable Securities of SMH only to the extent SMH has exercised the Warrant.

Failure to File Registration Statement. If a Registration Event occurs, then the Company will make payments to each Purchaser and SMH (to the extent that it has exercised the Warrant)(a "QUALIFIED Purchaser"), as partial liquidated damages for the minimum amount of damages to the Qualified Purchaser by reason thereof, and not as a penalty, at a rate equal to one percent (1%) of the Offering Price per share of Preferred Stock or, with respect to SMH, one tenth of one percent (0.1%) of the Offering Price for each share of Common Stock acquired upon exercise of the Warrant, held by such Qualified Purchaser per month, for each calendar month of the Registration Default Period (pro rated for any period less than 30 days); provided, however, if a Registration Event occurs (or is continuing) on a date more than one-year after the Qualified Purchaser acquired the Registrable Securities (and thus the one-year holding period under Rule 144(d) has elapsed), liquidated damages shall be paid only with respect to that portion of a Qualified Purchaser's Registrable Securities that cannot then be immediately resold in reliance on Rule 144. Each such payment shall be due and payable within five days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within five days after such termination. Such payments shall be in partial compensation to the Qualified Purchaser, and shall not constitute the Qualified Purchaser's exclusive remedy at law, but not in equity, for such events. The Registration Default Period shall terminate upon (i) the filing of the Registration Statement in the case of clause (a) of the definition of "Registration Event," (ii) the SEC Effective Date in the case of clause (b) of the definition of "Registration Event," (iii) the ability of the Qualified Purchaser to effect sales pursuant to the Registration Statement in the case of clause (c) of the definition of "Registration Event," (iv) the listing or inclusion and/or trading of the Common Stock on an Approved Market, as the case may be, in the case of clause (d) of the definition of "Registration Event," and (v) in the case of the events described in clauses (b) and (c) of the definition of "Registration Event," the earlier termination of the Registration Default Period. The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States. Amounts payable as partial liquidated damages to each Qualified Purchaser hereunder with respect to each share of Registrable Securities shall cease when the Qualified Purchaser no longer holds such share of Registrable Securities or such share of Registrable Securities can be immediately sold by the Qualified Purchaser in reliance on Rule 144. SMH acknowledges and agrees that the partial liquidated damages provided for in this Section 3(f) shall apply to Registrable Securities of SMH only to the extent SMH has exercised the Warrant.

Failure to File Registration Statement. If a Registration Event occurs, then the Company will make payments to each Purchaser Purchaser, each Investor, and SMH (to the extent that it has exercised the Warrant)(a "QUALIFIED Qualified Purchaser"), as partial liquidated damages for the minimum amount of damages to the Qualified Purchaser by reason thereof, and not as a penalty, at a rate equal to one percent (1%) of the Offering Price per share of Preferred Stock or, with respect to SMH, one tenth of one percent (0.1%) of the Offering Price for each share of Common Preferred Stock acquired upon exercise of the Warrant, held by such Qualified Purchaser per month, for each calendar month of the Registration Default Period (pro rated for any period less than 30 days); provided, however, if a Registration Event occurs (or is continuing) on a date more than one-year after the Qualified Purchaser acquired the Registrable Securities (and thus the one-year holding period under Rule 144(d) has elapsed), liquidated damages shall be paid only with respect to that portion of a Qualified Purchaser's Registrable Securities that cannot then be immediately resold in reliance on Rule 144. Each such payment shall be due and payable within five days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within five days after such termination. Such payments shall be in partial compensation to the Qualified Purchaser, and shall not constitute the Qualified Purchaser's exclusive remedy for such events. The Registration Default Period shall terminate upon (i) the filing of the Registration Statement in the case of clause (a) of the definition of "Registration Event," (ii) the SEC Effective Date in the case of clause (b) of the definition of "Registration Event," (iii) the ability of the Qualified Purchaser to effect sales pursuant to the Registration Statement in the case of clause (c) of the definition of "Registration Event," (iv) the listing or inclusion and/or trading of the Common Stock on an Approved Market, as the case may be, in the case of clause (d) of the definition of "Registration Event," and (v) in the case of the events described in clauses (b) and (c) of the definition of "Registration Event," the earlier termination of the Registration Default Period. The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States. Amounts payable as partial liquidated damages to each Qualified Purchaser hereunder with respect to each share of Registrable Securities shall cease when the Qualified Purchaser no longer holds such share of Registrable Securities or such share of Registrable Securities can be immediately sold by the Qualified Purchaser in reliance on Rule 144. SMH acknowledges and agrees that the partial liquidated damages provided for in this Section 3(f) shall apply to Registrable Securities of SMH only to the extent SMH has exercised the Warrant.

Failure to File Registration Statement. If a Registration Event occurs, then the Company will make payments to each Purchaser and SMH (to the extent that it has exercised the Warrant)(a "QUALIFIED Purchaser"), as partial liquidated damages for the minimum amount of damages to the Qualified Purchaser by reason thereof, and not as a penalty, at a rate equal to one percent (1%) of the Offering Price per share of Preferred Stock or, with respect to SMH, one tenth of one percent (0.1%) of the Offering Price for each share of Common Stock acquired upon exercise of the a Warrant, held by such Qualified Purchaser per month, for each calendar month of the Registration Default Period (pro rated for any period less than 30 days); provided, however, if a Registration Event occurs (or is continuing) on a date more than one-year after the Qualified Purchaser acquired the Registrable Securities (and thus the one-year holding period under Rule 144(d) has elapsed), liquidated damages shall be paid only with respect to that portion of a Qualified Purchaser's ’s Registrable Securities that cannot then be immediately resold in reliance on Rule 144. Each such payment shall be due and payable within five days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within five days after such termination. Such payments shall be in partial compensation to the Qualified Purchaser, and shall not constitute the Qualified Purchaser's ’s exclusive remedy for such events. The Registration Default Period shall terminate upon (i) the filing of the Registration Statement in the case of clause (a) of the definition of "“Registration Event," ” (ii) the SEC Effective Date in the case of clause (b) of the definition of "“Registration Event," ” (iii) the ability of the Qualified Purchaser to effect sales pursuant to the Registration Statement in the case of clause (c) of the definition Definition of "“Registration Event," ” and (iv) the listing or inclusion and/or trading of the Common Stock on an Approved Market, as the case may be, in the case of clause (d) of the definition of "Registration Event," and (v) in the case of the events described in clauses (b) and (c) of the definition of "“Registration Event," ” the earlier termination of the Registration Default Period. The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States. Amounts payable as partial liquidated damages to each Qualified Purchaser hereunder with respect to each share of Registrable Securities shall cease when the Qualified Purchaser no longer holds such share of Registrable Securities or such share of Registrable Securities can be immediately sold by the Qualified Purchaser in reliance on Rule 144. SMH acknowledges and agrees that the partial liquidated damages provided for in this Section 3(f) shall apply to Registrable Securities of SMH only to the extent SMH has exercised the Warrant.

Failure to File Registration Statement. If a Registration Event occurs, then the Company will make payments to each Purchaser and SMH (to the extent that it has exercised the Agent's Warrant)(a "QUALIFIED PurchaserPURCHASER"), as partial liquidated damages for the minimum amount of damages to the Qualified Purchaser by reason thereof, and not as a penalty, at a rate equal to one percent (1%) of the Offering Price $0.0365 per share of Preferred Stock or, with respect to SMH, one tenth of one percent (0.1%) of the Offering Price for each share of Common Stock that may then be acquired by such Qualified Purchaser upon conversion of the principal amount of the Notes and Common Stock that already has been acquired by such Qualified Purchaser upon exercise of the WarrantWarrants or the Agent's Warrants or upon conversion of principal or accrued interest on the Notes (the "DEFAULT SHARES"), held by such Qualified Purchaser per month, for each calendar month of the Registration Default Period (pro rated for any period less than 30 days); provided, however, if a Registration Event occurs (or is continuing) on a date more than one-year after the Qualified Purchaser acquired the Registrable Securities (and thus the one-year holding period under Rule 144(d) has elapsed), liquidated damages shall be paid only with respect to that portion of a Qualified Purchaser's Registrable Securities Default Shares that cannot then be immediately resold in reliance on Rule 144. Each such payment shall be due and payable within five days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within five days after such termination. Such payments shall be in partial compensation to the Qualified Purchaser, and shall not constitute the Qualified Purchaser's exclusive remedy for such events. The Registration Default Period shall terminate upon (i) the filing of the Registration Statement in the case of clause (a) of the definition of "Registration Event," (ii) the SEC Effective Date in the case of clause (b) of the definition of "Registration Event," (iii) the ability of the Qualified Purchaser to effect sales pursuant to the Registration Statement in the case of clause (c) of the definition of "Registration Event," (iv) the listing or inclusion and/or trading of the Common Stock on an Approved Market, as the case may be, in the case of clause (d) of the definition of "Registration Event," and (v) in the case of the events described in clauses (b) and (c) of the definition of "Registration Event," the earlier termination of the Registration Default Period. The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States. Amounts payable as partial liquidated damages to each Qualified Purchaser hereunder with respect to each share of Registrable Securities Default Share shall cease when the Qualified Purchaser no longer holds such share of Registrable Securities Default Share or such share of Registrable Securities Default Share can be immediately sold by the Qualified Purchaser in reliance on Rule 144. Each Purchaser and SMH acknowledges and agrees that the partial liquidated damages provided for in this Section 3(f) shall apply to Registrable Securities of such Purchaser or SMH only to that consist of shares of Common Stock that have not, at the extent SMH time determination, been acquired upon exercise of the Warrants or Agent's Warrants, as the case may be, or shares of Common Stock that have not, at the time determination, been issued upon conversion of interest that has exercised accrued or will accrue on the Warrantprincipal amount of the Notes.

Failure to File Registration Statement. If a Registration Event occurs, then the Company will make payments to each Purchaser and SMH (to the extent that it has exercised the Warrant)(a "QUALIFIED Purchaser"), as partial liquidated damages for the minimum amount of damages to the Qualified Purchaser by reason thereof, and not as a penalty, at a the rate equal to one percent (1%) of the Offering Price $0.05 per share of Preferred Stock or, with respect to SMH, one tenth of one percent (0.1%) of the Offering Price for each share of Common Stock acquired upon exercise of the Warrant, held by such Qualified Purchaser per month, for each calendar month of the Registration Default Period (pro rated for any period less than 30 days); provided, however, if a Registration Event occurs (or is continuing) on a date more than one-year after the Qualified Purchaser acquired the Registrable Securities (and thus the one-year holding period under Rule 144(d) has elapsed), liquidated damages shall be paid only with respect to that portion of a Qualified Purchaser's Registrable Securities that cannot then be immediately resold in reliance on Rule 144. Each such payment shall be due and payable within five (5) days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within five (5) days after such termination. Such payments shall be in partial compensation to the Qualified each Purchaser, and shall not constitute the Qualified such Purchaser's exclusive remedy for such events. The Registration Default Period shall terminate upon (i) the filing of the Registration Statement in the case of clause (a) of the definition of "Registration Event," (ii) the SEC Effective Date in the case of clause (b) of the definition of "Registration Event," (iii) the ability of the Qualified Purchaser to effect sales pursuant to the Registration Statement in the case of clause (c) of the definition of "Registration Event," (iv) the listing or inclusion and/or trading of the Common Stock on an Approved Market, as the case may be, in the case of clause (d) of the definition of "Registration Event," and (v) in the case of the events described in clauses (b) and (c) of the definition of "Registration Event," the earlier termination of the Registration Default Period. The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States. Amounts payable as partial liquidated damages to each Qualified Purchaser hereunder with respect to each share of Registrable Securities shall cease when the Qualified such Purchaser no longer holds such share of the Registrable Securities or such share of Registrable Securities can be immediately sold by the Qualified Purchaser in reliance on Rule 144. SMH acknowledges and agrees that the partial liquidated damages provided for in this Section 3(f) shall apply to Registrable Securities of SMH only to the extent SMH has exercised the WarrantSecurities.

Failure to File Registration Statement. If a Registration Event occurs, then the Company will make payments to each Purchaser and SMH (to the extent that it has exercised the Warrant)(a "QUALIFIED a “Qualified Purchaser"”), as partial liquidated damages for the minimum amount of damages to the Qualified Purchaser by reason thereof, and not as a penalty, at a rate equal to one percent (1%) of the Offering Price per share of Preferred Stock or, with respect to SMH, one tenth of one percent (0.1%) of the Offering Price for each share of Common Stock acquired upon exercise of the Warrant, held by such Qualified Purchaser per month, for each calendar month of the Registration Default Period (pro rated for any period less than 30 days); provided, however, if a Registration Event occurs (or is continuing) on a date more than one-year after the Qualified Purchaser acquired the Registrable Securities (and thus the one-year holding period under Rule 144(d) has elapsed), liquidated damages shall be paid only with respect to that portion of a Qualified Purchaser's ’s Registrable Securities that cannot then be immediately resold in reliance on Rule 144. Each such payment shall be due and payable within five days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within five days after such termination. Such payments shall be in partial compensation to the Qualified Purchaser, and shall not constitute the Qualified Purchaser's ’s exclusive remedy for such events. The Registration Default Period shall terminate upon (i) the filing of the Registration Statement in the case of clause (a) of the definition of "“Registration Event," ” (ii) the SEC Effective Date in the case of clause (b) of the definition of "“Registration Event," ” (iii) the ability of the Qualified Purchaser to effect sales pursuant to the Registration Statement in the case of clause (c) of the definition of "“Registration Event," ” (iv) the listing or inclusion and/or trading of the Common Stock on an Approved Market, as the case may be, in the case of clause (d) of the definition of "“Registration Event," ” and (v) in the case of the events described in clauses (b) and (c) of the definition of "“Registration Event," ” the earlier termination of the Registration Default Period. The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States. Amounts payable as partial liquidated damages to each Qualified Purchaser hereunder with respect to each share of Registrable Securities shall cease when the Qualified Purchaser no longer holds such share of Registrable Securities or such share of Registrable Securities can be immediately sold by the Qualified Purchaser in reliance on Rule 144. SMH acknowledges and agrees that the partial liquidated damages provided for in this Section 3(f) shall apply to Registrable Securities of SMH only to the extent SMH has exercised the Warrant.

Failure to File Registration Statement. If a Registration Event occurs, then the Company will make payments to each Purchaser and SMH (to the extent that it has exercised the Placement Agent Warrant)(a "QUALIFIED Qualified Purchaser"), as partial liquidated damages for the minimum amount of damages to the Qualified Purchaser by reason thereof, and not as a penalty, at a rate equal to one and one-half percent (11.5%) of the Offering Price per share of Preferred Stock Share or, with respect to SMH, one one-tenth of one and one-half percent (0.10.15%) of the Offering Price for each share of Common Stock acquired upon exercise of the Warrant, held by such Qualified Purchaser per month, for each calendar month of the Registration Default Period (pro rated for any period less than 30 days); provided, however, if a Registration Event occurs (or is continuing) on a date more than one-year after the Qualified Purchaser acquired the Registrable Securities (and thus the one-year holding period under Rule 144(d) has elapsed), liquidated damages shall be paid only with respect to that portion of a Qualified Purchaser's Registrable Securities that cannot then be immediately resold in reliance on Rule 144. Each such payment shall be due and payable within five days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within five days after such termination. Such payments shall be in partial compensation to the Qualified Purchaser, and shall not constitute the Qualified Purchaser's exclusive remedy for such events. The Registration Default Period shall terminate upon (i) the filing of the Registration Statement SEC Effective Date in the case of clause (a) of the definition of "Registration Event," (ii) the SEC Effective Date in the case of clause (b) of the definition of "Registration Event," (iii) the ability of the Qualified Purchaser to effect sales pursuant to the Registration Statement in the case of clause (cb) of the definition of "Registration Event," and (iviii) the listing or inclusion and/or trading of the Common Stock on an Approved Market, as the case may be, in the case of clause (d) of the definition of "Registration Event," and (v) in the case of the events described in clauses (b) and (c) of the definition of "Registration Event,." the earlier termination of the Registration Default Period. The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States. Amounts payable as partial liquidated damages to each Qualified Purchaser hereunder with respect to each share of Registrable Securities shall cease when the Qualified Purchaser no longer holds such share of Registrable Securities or such share of Registrable Securities can be immediately sold by the Qualified Purchaser in reliance on Rule 144Securities. SMH acknowledges and agrees that the partial liquidated damages provided for in this Section 3(f) shall apply to Registrable Securities of SMH only to the extent SMH has exercised the Warrant.

Failure to File Registration Statement. If a Registration Event occurs, then the Company will make payments to each Purchaser and SMH (to the extent that it has exercised the Warrant)(a "QUALIFIED Purchaser"), as partial liquidated damages for the minimum amount of damages to the Qualified Purchaser by reason thereof, and not as a penalty, at a rate equal to one-hundredth of one percent (10.01%) of the Offering Price per share of Preferred Stock or, with respect to SMH, one tenth of one percent (0.1%) of the Offering Price for each share of Common Stock acquired upon exercise of the Warrant, held by such Qualified Purchaser per month, for each calendar month of the Registration Default Period (pro rated for any period less than 30 days); provided, however, if a Registration Event occurs (or is continuing) on a date more than one-year after the Qualified Purchaser acquired the Registrable Securities (and thus the one-year holding period under Rule 144(d) has elapsed), liquidated damages shall be paid only with respect to that portion of a Qualified Purchaser's ’s Registrable Securities that cannot then be immediately resold in reliance on Rule 144. Each such payment shall be due and payable within five days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within five days after such termination. Such payments shall be in partial compensation to the Qualified Purchaser, and shall not constitute the Qualified Purchaser's ’s exclusive remedy for such events. The Registration Default Period shall terminate upon (i) the filing of the Registration Statement in the case of clause (a) of the definition of "“Registration Event," ” (ii) the SEC Effective Date in the case of clause (b) of the definition of "“Registration Event," ” (iii) the ability of the Qualified Purchaser to effect sales pursuant to the Registration Statement in the case of clause (c) of the definition of "“Registration Event," ” and (iv) the listing or inclusion and/or trading of the Common Stock on an Approved Market, as the case may be, in the case of clause (d) of the definition of "Registration Event," and (v) in the case of the events described in clauses (b) and (c) of the definition of "“Registration Event," ” the earlier termination of the Registration Default Period. The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States. Amounts payable as partial liquidated damages to each Qualified Purchaser hereunder with respect to each share of Registrable Securities shall cease when the Qualified Purchaser no longer holds such share of Registrable Securities or such share of Registrable Securities can be immediately sold by the Qualified Purchaser in reliance on Rule 144. SMH acknowledges and agrees that the partial liquidated damages provided for in this Section 3(f) shall apply to Registrable Securities of SMH only to the extent SMH has exercised the Warrant.

Failure to File Registration Statement. If a Registration Event occurs, then the Company will make payments to each Purchaser and SMH (to the extent that it has exercised the Warrant)(a a "QUALIFIED Qualified Purchaser"), as partial liquidated damages for the minimum amount of damages to the Qualified Purchaser by reason thereof, and not as a penalty, at a rate equal to one percent (11.0%) of the aggregate Offering Price per share of Preferred Stock or, with respect to SMH, one tenth of one percent (0.1%) of the Offering Price for each share of Common Stock acquired upon exercise of the Warrant, Share held by such Qualified Purchaser per month, for each calendar month of the Registration Default Period (pro rated for any period less than 30 days); provided, however, if a Registration Event occurs (or is continuing) on a date more than one-year after the Qualified Purchaser acquired the Registrable Securities (and thus the one-year holding period under Rule 144(d) has elapsed), liquidated damages shall be paid only with respect to that portion of a Qualified Purchaser's Registrable Securities that cannot then be immediately resold in reliance on Rule 144. Each such payment shall be due and payable within five days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within five days after such termination. Such payments shall be in partial compensation to the Qualified Purchaser, and shall not constitute the Qualified Purchaser's exclusive remedy for such events. The Registration Default Period shall terminate upon (i) the filing of the Registration Statement in the case of clause (a) of the definition of "Registration Event," (ii) the SEC Effective Date effectiveness of the Registration Statement in the case of clause (b) of the definition of "Registration Event," (iii) the ability of the Qualified Purchaser to effect sales pursuant to the Registration Statement in the case of clause (c) of the definition of "Registration Event," (iv) the listing or inclusion and/or trading of the Common Stock on an Approved Market, as the case may be, in the case of clause (d) of the definition of "Registration Event," and (v) the filing of the required Exchange Act report with the Commission in the case of the events described in clauses clause (b) and (ce) of the definition of "“Registration Event," the earlier termination of the Registration Default Period. .” The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States. Amounts payable as partial liquidated damages to each Qualified Purchaser hereunder with respect to each share of Registrable Securities shall cease accruing when the Qualified Purchaser no longer holds such share of Registrable Securities or such share (it being understood that this sentence shall not relieve the Company of Registrable Securities can be immediately sold by the Qualified Purchaser in reliance on Rule 144. SMH acknowledges and agrees that the any partial liquidated damages provided for in this Section 3(f) shall apply accruing prior to Registrable Securities of SMH only to the extent SMH has exercised the Warrantsuch time).

Failure to File Registration Statement. If a Registration Event occurs, then the Company will make payments to each Purchaser and SMH the Placement Agent (to the extent that it has exercised the Warrant)(a Placement Agent Warrant) (a "QUALIFIED Qualified Purchaser"), as partial liquidated damages for the minimum amount of damages to the Qualified Purchaser by reason thereof, and not as a penalty, at a rate equal to one percent (1%) of the Offering Price per share of Preferred Stock or, with respect to SMH, one tenth of one percent (0.1%) of the Offering Price for each share of Common Stock acquired upon exercise of the Warrant, held by such Qualified Purchaser per month, for each calendar month of the Registration Default Period (pro rated for any period less than 30 days); provided, however, if a Registration Event occurs (or is continuing) on a date more than one-year after the Qualified Purchaser acquired the Registrable Securities (and thus the one-year holding period under Rule 144(d) has elapsed), liquidated damages shall be paid only with respect to that portion of a Qualified Purchaser's Registrable Securities that cannot then be immediately resold in reliance on Rule 144. Each such payment shall be due and payable within five days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within five days after such termination. Such payments shall be in partial compensation to the Qualified Purchaser, and shall not constitute the Qualified Purchaser's exclusive remedy for such events. The Registration Default Period shall terminate upon (i) the filing of the Registration Statement in the case of clause (a) of the definition of "Registration Event," (ii) the SEC Effective Date in the case of clause (b) of the definition of "Registration Event," (iii) the ability of the Qualified Purchaser to effect sales pursuant to the Registration Statement in the case of clause (c) of the definition of "Registration Event," (iv) the listing or inclusion and/or trading of the Common Stock on an Approved Market, as the case may be, in the case of clause (d) of the definition of "Registration Event," and (v) in the case of the events described in clauses (b) and (c) of the definition of "Registration Event," the earlier termination of the Registration Default Period. The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States. Amounts payable as partial liquidated damages to each Qualified Purchaser hereunder with respect to each share of Registrable Securities shall cease when the Qualified Purchaser no longer holds such share of Registrable Securities or such share of Registrable Securities can be immediately sold by the Qualified Purchaser in reliance on Rule 144. SMH The Placement Agent acknowledges and agrees that the partial liquidated damages provided for in this Section 3(f3(e) shall apply to Registrable Securities of SMH and the Placement Agent only to the extent SMH the Placement Agent has exercised the Placement Agent Warrant.

Failure to File Registration Statement. If a Registration Event occurs, then the Company will make payments to each Purchaser and SMH (to the extent that it has exercised the Warrant)(a "QUALIFIED Purchaser"), as partial liquidated damages for the minimum amount of damages to the Qualified Purchaser by reason thereof, and not as a penalty, at a rate equal to one percent (1%) of the Offering Price per share Principal Amount of Preferred Stock or, with respect to SMH, one tenth of one percent (0.1%) of the Offering Price for each share of Common Stock acquired upon exercise of the Warrant, Notes held by such Qualified Purchaser per month, for each calendar month of the Registration Default Period (pro rated for any period less than 30 days)) up to a maximum amount of liquidated damages of 5% of Principal Amount of Notes held by such Purchaser; provided, however, if a Registration Event occurs (or is continuing) on a date more than one-year after the Qualified Purchaser acquired the Registrable Securities (and thus the one-year holding period under Rule 144(d) has elapsed), liquidated damages shall be paid only with respect to that portion of a Qualified Purchaser's Registrable Securities that cannot then be immediately resold in reliance on Rule 144. Each such payment shall be due and payable within five days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within five days after such termination. Such payments shall be in partial compensation to the Qualified Purchaser, and shall not constitute the Qualified Purchaser's exclusive remedy at law, but not in equity, for such events. The Registration Default Period shall terminate upon (i) the filing of the Registration Statement in the case of clause (a) of the definition of "Registration Event," (ii) the SEC Effective Date in the case of clause (b) of the definition of "Registration Event," (iii) the ability of the Qualified Purchaser to effect sales pursuant to the Registration Statement in the case of clause (c) of the definition of "Registration Event," (iv) the listing or inclusion and/or trading of the Common Stock on an Approved Market, as the case may be, in the case of clause (d) of the definition of "Registration Event," and (v) in the case of the events described in clauses (b) and (c) of the definition of "Registration Event," the earlier termination of the Registration Default Period. The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States. Amounts payable as partial liquidated damages to each Qualified Purchaser hereunder with respect to each share of Registrable Securities shall cease when the Qualified Purchaser no longer holds such share of Registrable Securities or such share of Registrable Securities can be immediately sold by the Qualified Purchaser in reliance on Rule 144. SMH acknowledges and agrees that the partial liquidated damages provided for in this Section 3(f) shall apply to Registrable Securities of SMH only to the extent SMH has exercised the Warrant.

Failure to File Registration Statement. If a Registration Event occurs, then the Company will make payments to each Purchaser and SMH (to the extent that it has exercised the Warrant)(a "QUALIFIED Purchaser"), as partial liquidated damages for the minimum amount of damages to the Qualified Purchaser by reason thereof, and not as a penalty, at a rate equal to one percent (11.0%) of the Offering Price per share of Preferred Stock or, with respect to SMH, one tenth of one percent (0.1%) of the Offering Price for each share of Common Stock acquired upon exercise of the Warrant, Unit held by such Qualified Purchaser per month, for each calendar month of the Registration Default Period (pro rated for any period less than 30 days); providedor portion thereof, however, if a Registration Event occurs (or is continuing) on a date more than one-year after the Qualified Purchaser acquired the Registrable Securities (and thus the one-year holding period under Rule 144(d) has elapsed), provided that partial liquidated damages shall not be paid only with respect to that portion of a Qualified Purchaser's those Registrable Securities that which cannot then be immediately resold in reliance on registered under Rule 144415 solely as a result of action by the Commission. The partial liquidated damages shall not exceed an aggregate of 5.0% of the aggregate purchase price paid by the Purchasers pursuant to this Agreement. Each such payment shall be due and payable within five days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within five days after such termination. Such payments shall be in partial compensation to the Qualified Purchaser, and shall not constitute the Qualified Purchaser's exclusive remedy for such events. The Registration Default Period shall terminate upon (i) the filing of the Registration Statement SEC Effective Date in the case of clause (a) of the definition of "Registration Event," (ii) the SEC Effective Date ability of the Purchaser to effect sales pursuant to the Registration Statement in the case of clause (b) of the definition of "Registration Event," and (iii) the ability of the Qualified Purchaser to effect sales pursuant to the Registration Statement in the case of clause (c) of the definition of "Registration Event," (iv) the listing or inclusion and/or trading of the Common Stock on an Approved Market, as the case may be, in the case of clause (d) of the definition of "Registration Event," and (v) in the case of the events described in clauses (b) and (c) of the definition of "Registration Event,." the earlier termination of the Registration Default Period. The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States. Amounts payable as partial liquidated damages to each Qualified Purchaser hereunder with respect to each share of Registrable Securities shall cease when the Qualified Purchaser no longer holds such share of Registrable Securities or such share of Registrable Securities can be immediately sold by the Qualified Purchaser in reliance on Rule 144. SMH acknowledges and agrees that the partial liquidated damages provided for in this Section 3(f) shall apply to Registrable Securities of SMH only to the extent SMH has exercised the WarrantSecurities.

Failure to File Registration Statement. If a Registration Event occurs, then the Company will make payments to each Purchaser and SMH (to the extent that it has exercised the Warrant)(a "QUALIFIED a “Qualified Purchaser"”), as partial liquidated damages for the minimum amount of damages to the Qualified Purchaser by reason thereof, and not as a penalty, at a rate equal to one percent (1%) % of the Offering Purchase Price per share of Preferred Stock or, with respect to SMH, one tenth of one percent (0.1%) of the Offering Price for each share of Common Stock acquired upon exercise of the Warrant, Registrable Securities then held by such a Qualified Purchaser per monthmonthly, for each calendar month of the Registration Default Period (pro rated for any period less than 30 days); provided, however, if a Registration Event occurs (or is continuing) on a date more than one-year after the Qualified Purchaser acquired the Registrable Securities (and thus the one-year holding period under Rule 144(d) has elapsed), liquidated damages shall be paid only with respect to that portion of a the Qualified Purchaser's ’s Registrable Securities that cannot then be immediately resold in reliance on Rule 144. Each such payment shall be due and payable within five days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within five days after such termination. Such payments shall be in partial compensation to the Qualified Purchaser, and shall not constitute the Qualified Purchaser's ’s exclusive remedy for such events. The Registration Default Period shall terminate upon (i) the filing of the Registration Statement in the case of clause (a) of the definition of "Registration Event," , (ii) the SEC Effective Date in the case of clause (b) of the definition of "Registration Event," , (iii) the ability of the Qualified Purchaser to effect sales pursuant to the Registration Statement in the case of clause (c) of the definition of "Registration Event," , (iv) the listing or inclusion and/or trading of the Common Stock on an Approved Market, as the case may be, in the case of clause (d) of the definition of "Registration Event," , and (v) in the case of the events described in clauses (b) and (c) of the definition of "Registration Event," , the earlier termination of the Registration Default Period. The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States. Amounts payable as partial liquidated damages to each Qualified Purchaser hereunder with respect to each share of Registrable Securities shall cease when the Qualified Purchaser no longer holds such share shares of Registrable Securities or such share shares of Registrable Securities can be immediately sold by the Qualified Purchaser in reliance on Rule 144. SMH acknowledges and agrees that the partial liquidated damages provided for in this Section 3(f) shall apply to Registrable Securities of SMH only to the extent SMH has exercised the Warrant.

Failure to File Registration Statement. If a Registration Event occurs, then the Company will make payments to each Purchaser and SMH (to the extent that it has exercised the Warrant)(a "QUALIFIED Purchaser"), Purchase as partial liquidated damages for the minimum amount of damages to the Qualified Purchaser by reason thereof, and not as a penalty, at a the rate equal to one percent (1%) of the Offering Price $0.05 per share of Preferred Stock or, with respect to SMH, one tenth of one percent (0.1%) of the Offering Price for each share of Common Stock acquired upon exercise of the Warrant, held by such Qualified Purchaser per month, for each calendar month of the Registration Default Period (pro rated for any period less than 30 days); provided, however, if a Registration Event occurs (or is continuing) on a date more than one-year after the Qualified Purchaser acquired the Registrable Securities (and thus the one-year holding period under Rule 144(d) has elapsed), liquidated damages shall be paid only with respect to that portion of a Qualified Purchaser's Registrable Securities that cannot then be immediately resold in reliance on Rule 144. Each such payment shall be due and payable within five (5) days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within five (5) days after such termination. Such payments shall be in partial compensation to the Qualified Purchaser, and shall not constitute the Qualified Purchaser's exclusive remedy for such events. The Registration Default Period shall terminate upon (i) the filing of the Registration Statement in the case of clause (a) of the definition of "Registration Event," (ii) the SEC Effective Date in the case of clause (b) of the definition of "Registration Event," (iii) the ability of the Qualified Purchaser to effect sales pursuant to the Registration Statement in the case of clause (c) of the definition of "Registration Event," (iv) the listing or inclusion and/or trading of the Common Stock on an Approved Market, as the case may be, in the case of clause (d) of the definition of "Registration Event," and (v) in the case of the events described in clauses (b) and (c) of the definition of "Registration Event," the earlier termination of the Registration Default Period. The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States. Amounts payable as partial liquidated damages to each Qualified Purchaser hereunder with respect to each share of Registrable Securities shall cease when the Qualified Purchaser no longer holds such share of the Registrable Securities or such share of Registrable Securities can be immediately sold by the Qualified Purchaser in reliance on Rule 144. SMH acknowledges and agrees that the partial liquidated damages provided for in this Section 3(f) shall apply to Registrable Securities of SMH only to the extent SMH has exercised the WarrantSecurities.

Failure to File Registration Statement. If a Registration Event occurs, then the Company will make payments to each Purchaser and SMH (to the extent that it has exercised the Warrant)(a "QUALIFIED Purchaser"“Registration Default Payments”), as partial liquidated damages for the minimum amount of damages to the Qualified Purchaser by reason thereof, and not as a penalty, at a rate equal to one two percent (12%) of the Offering Price per share of Preferred Stock or, with respect to SMH, one tenth of one percent (0.1%) purchase price of the Offering Price for each share of Common Stock acquired upon exercise of the Warrant, Shares held by such Qualified Purchaser per month, for each calendar month of the Registration Default Period (pro rated for any period less than 30 days), subject to a cumulative maximum value of 14% (the “Registration Default Payment Cap”); provided, however, if a Registration Event occurs (or is continuing) on a date more than one-one year after the Qualified Purchaser acquired the Registrable Securities (and thus the one-one year holding period under Rule 144(d) has elapsed), the partial liquidated damages shall be paid only with respect to that portion of a Qualified Purchaser's ’s Registrable Securities that cannot then be immediately resold in reliance on Rule 144; provided a legal opinion with respect to the availability of Rule 144 for the resale of Registrable Securities received upon conversion of the Preferred Shares has been rendered by a law firm acceptable to both the Company and the Holder as evidence that Rule 144 is available for such Registrable Securities. Each such payment shall be due and payable within five Business days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within five Business days after such termination. Such payment shall be made in cash. The foregoing payments shall be in partial compensation to the Qualified Purchaser, and shall not constitute the Qualified Purchaser's ’s exclusive remedy for such events. The Registration Default Period shall terminate upon (i) the filing of the Registration Statement in the case of clause (a) of the definition of "“Registration Event," ” (ii) the SEC Effective Date in the case of clause (b) of the definition of "“Registration Event," ” (iii) the ability of the Qualified Purchaser to effect sales pursuant to the Registration Statement in the case of clause (c) of the definition of "“Registration Event," ” (iv) the listing or inclusion and/or trading of the Common Stock on an Approved Market, as the case may be, in the case of clause (d) of the definition of "“Registration Event," ” and (v) in the case of the events described in clauses (b) and (c) of the definition of "“Registration Event," ” the earlier termination of the Registration Default Period. The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States. Amounts payable as partial liquidated damages to each Qualified Purchaser hereunder with respect to each share of Registrable Securities shall cease when the Qualified Purchaser no longer holds such share of Registrable Securities or such share of Registrable Securities can be immediately sold by the Qualified Purchaser in reliance on Rule 144. SMH acknowledges and agrees that the partial liquidated damages ; provided for in this Section 3(f) shall apply to Registrable Securities of SMH only a legal opinion with respect to the extent SMH availability of Rule 144 for the resale of Regisgrable Securities received upon conversion of the Preferred Shares has exercised been rendered by a law firm acceptable to both the WarrantCompany and the Holder as evidence that Rule 144 is available for such Registrable Securities.

Failure to File Registration Statement. If a Registration Event occurs, then the Company will make payments to each Purchaser and SMH the Placement Agent (to the extent that it has exercised the Warrant)(a Placement Agent Warrant) (a "QUALIFIED Qualified Purchaser"), as partial liquidated damages for the minimum amount of damages to the Qualified Purchaser by reason thereof, and not as a penalty, at a rate equal to one percent (1%) of the Offering Price per share of Preferred Stock or, with respect to SMH, one tenth of one percent (0.1%) of the Offering Price for each share of Common Stock acquired upon exercise of the Warrant, held by such Qualified Purchaser per month, for each calendar month of the Registration Default Period (pro rated for any period less than 30 days); provided, however, if a Registration Event occurs (or is continuing) on a date more than one-year after the Qualified Purchaser acquired the Registrable Securities (and thus the one-year holding period under Rule 144(d) has elapsed), liquidated damages shall be paid only with respect to that portion of a Qualified Purchaser's Registrable Securities that cannot then be immediately resold in reliance on Rule 144. Each such payment shall be due and payable within five days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within five days after such termination. Such payments shall be in partial compensation to the Qualified Purchaser, and shall not constitute the Qualified Purchaser's exclusive remedy for such events. The Registration Default Period shall terminate upon (i) the filing of the Registration Statement in the case of clause (a) of the definition of "Registration Event," (ii) the SEC Effective Date in the case of clause (b) of the definition of "Registration Event," (iii) the ability of the Qualified Purchaser to effect sales pursuant to the Registration Statement in the case of clause (c) of the definition of "Registration Event," (iv) the listing or inclusion and/or trading of the Common Stock on an Approved Market, as the case may be, in the case of clause (d) of the definition of "Registration Event," and (v) in the case of the events described in clauses (b) and (c) of the definition of "Registration Event," the earlier termination of the Registration Default Period. The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States. Amounts payable as partial liquidated damages to each Qualified Purchaser hereunder with respect to each share of Registrable Securities shall cease when the Qualified Purchaser no longer holds such share of Registrable Securities or such share of Registrable Securities can be immediately sold by the Qualified Purchaser in reliance on Rule 144. SMH The Placement Agent acknowledges and agrees that the partial liquidated damages provided for in this Section 3(f3(e) shall apply to Registrable Securities of SMH and the Placement Agent only to the extent SMH the Placement Agent has exercised the Placement Agent Warrant.

Failure to File Registration Statement. If a Registration Event occurs, then the Company will make payments to each Purchaser and SMH (to the extent that it has exercised the Warrant)(a "QUALIFIED a “Qualified Purchaser"”), as partial liquidated damages for the minimum amount of damages to the Qualified Purchaser by reason thereof, and not as a penalty, at a rate equal to one percent (1%) % of the Offering Purchase Price per share of Preferred Stock or, with respect to SMH, one tenth of one percent (0.1%) of the Offering Price for each share of Common Stock acquired upon exercise of the Warrant, Registrable Securities then held by such a Qualified Purchaser per monthmonthly, for each calendar month of the Registration Default Period (pro rated for any period less than 30 days); provided, however, if a Registration Event occurs (or is continuing) on a date more than one-year after the Qualified Purchaser acquired the Registrable Securities (and thus the one-year holding period under Rule 144(d) has elapsed), liquidated damages shall be paid only with respect to that portion of a the Qualified Purchaser's ’s Registrable Securities that cannot then be immediately resold in reliance on Rule 144. Each such payment shall be due and payable within five days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within five days after such termination. Such payments shall be in partial compensation to the Qualified Purchaser, and shall not constitute the Qualified Purchaser's ’s exclusive remedy for such events. The Registration Default Period shall terminate upon (i) the filing of the Registration Statement in the case of clause (a) of the definition of "Registration Event," , (ii) the SEC Effective Date in the case of clause (b) of the definition of "Registration Event," , (iii) the ability of the Qualified Purchaser to effect sales pursuant to the Registration Statement in the case of clause (c) of the definition of "Registration Event," , (iv) the listing or inclusion and/or trading of the Common Stock on an Approved Market, as the case may be, in the case of clause (d) of the definition of "Registration Event," , and (v) in the case of the events described in clauses (b) and (c) of the definition of "Registration Event," , the earlier termination of the Registration Default Period. The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States. Amounts payable as partial liquidated damages to each Qualified Purchaser hereunder with respect to each share of Registrable Securities shall cease when the Qualified Purchaser no longer holds such share shares of Registrable Securities or such share shares of Registrable Securities can be immediately sold by the Qualified Purchaser in reliance on Rule 144. SMH acknowledges and agrees that the partial liquidated damages provided for in this Section 3(f) shall apply to Registrable Securities of SMH only to the extent SMH has exercised the Warrant144(k).

Failure to File Registration Statement. If a Registration Event occurs, then the Company will make payments to each Purchaser and SMH (to the extent that it has exercised the Warrant)(a "QUALIFIED PurchaserPURCHASER"), as partial liquidated damages for the minimum amount of damages to the Qualified Purchaser by reason thereof, and not as a penalty, at a rate equal to one and one-half percent (11.5%) of the Offering Price per share of Preferred Stock Unit or, with respect to SMH, one one-tenth of one and one-half percent (0.10.15%) of the Offering Price for each share of Common Stock acquired upon exercise of the Warrant, held by such Qualified Purchaser per month, for each calendar month of the Registration Default Period (pro rated for any period less than 30 days); provided, however, if a Registration Event occurs (or is continuing) on a date more than one-year after the Qualified Purchaser acquired the Registrable Securities (and thus the one-year holding period under Rule 144(d) has elapsed), liquidated damages shall be paid only with respect to that portion of a Qualified Purchaser's Registrable Securities that cannot then be immediately resold in reliance on Rule 144. Each such payment shall be due and payable within five days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within five days after such termination. Such payments shall be in partial compensation to the Qualified Purchaser, and shall not constitute the Qualified Purchaser's exclusive remedy for such events. The Registration Default Period shall terminate upon (i) the filing of the Registration Statement SEC Effective Date in the case of clause (a) of the definition of "Registration Event," (ii) the SEC Effective Date in the case of clause (b) of the definition of "Registration Event," (iii) the ability of the Qualified Purchaser to effect sales pursuant to the Registration Statement in the case of clause (c) of the definition of "Registration Event," and (iviii) the listing or inclusion and/or trading of the Common Stock on an Approved Market, as the case may be, in the case of clause (d) of the definition of "Registration Event," and (v) in the case of the events described in clauses (b) and (c) of the definition of "Registration Event,." the earlier termination of the Registration Default Period. The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States. Amounts payable as partial liquidated damages to each Qualified Purchaser hereunder with respect to each share of Registrable Securities shall cease when the Qualified Purchaser no longer holds such share of Registrable Securities or such share of Registrable Securities can be immediately sold by the Qualified Purchaser in reliance on Rule 144Securities. SMH acknowledges and agrees that the partial liquidated damages provided for in this Section 3(f) shall apply to Registrable Securities of SMH only to the extent SMH has exercised the Warrant.