Common use of Failure to File Registration Statement Clause in Contracts

Failure to File Registration Statement. The Company and the Selling Stockholders agree that the Selling Stockholders may suffer damages if the Registration Statement is not filed on or prior to the Target Filing Date and maintained in the manner contemplated herein. The Company and the Selling Stockholders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the Registration Statement is not filed on or prior to the Target Filing Date, the Company shall pay in cash or in shares of Common Stock (at the Holder's option) as liquidated damages for such failure and not as a penalty to the Selling Stockholders, a one-time fee equal to $20,000 and an additional fee of $10,000 at the end of each subsequent month during which the Registration Statement is not filed (collectively, the "Late Filing Damages"). Any payments to be made to the Selling Stockholders pursuant to this Section 7.4(a) shall be due and payable within 5 business days of any demand therefor by the Selling Stockholders. The parties agree that the Late Filing 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 Selling Stockholders if the Registration Statement is not filed on or prior to the Target Filing Date. If the Holder elects to receive payment of the Late Filing Damages in shares of Common Stock, such shares of Common Stock shall be valued at their Fair Market Value on the date of demand of such Late Filing Damages.

Failure to File Registration Statement. The Company and the Selling Stockholders Investors agree that the Selling Stockholders may Investors will suffer damages if the Registration Statement is not filed on or prior to the Target Filing Date and maintained in the manner contemplated hereinherein during the Effectiveness Period. The Company and the Selling Stockholders Investors further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the Registration Statement is not filed on or prior to the Target Filing Date, the Company shall pay in cash or in shares of Common Stock (at the HolderCompany's option) as liquidated damages for such failure and not as a penalty to the Selling Stockholders, a one-time fee each Investor an amount equal to $20,000 two percent (2%) of the total purchase price such Investor paid for the Shares and an additional fee of $10,000 at Warrants purchased pursuant to the end of Purchase Agreement (the "TOTAL PURCHASE PRICE") for each subsequent month during which 30-day period until the Registration Statement is not has been filed with the Commission, which shall be pro rated for such periods less than 30 days (collectively, the "Late Filing DamagesLATE FILING DAMAGES"). Any payments Payments to be made to the Selling Stockholders an Investor pursuant to this Section 7.4(a) 9 shall be due and payable within 5 business days of any demand therefor by the Selling Stockholderssuch Investor, but in no event more than once during any 30-day period. The parties agree that the Late Filing 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 Selling Stockholders Investors if the Registration Statement is not filed on or prior to the Target Filing Date. If the Holder Company elects to receive payment of pay the Late Filing Damages in shares of Common Stock, such shares of Common Stock shall be valued at their Fair Market Value the average closing price of a share of Common Stock on the applicable trading market for the Common Stock for the 5-trading-day period immediately preceding the date of demand of such Late Filing Damages.

Failure to File Registration Statement. The Company and the Selling Stockholders Investor agree that the Selling Stockholders may Investor will suffer damages if the Registration Statement described in Section 13(a) (the “Registration Statement”) is not filed on or prior to within 60 days following consummation of the Mergers referenced in the Term Sheet (the “Target Filing Date and maintained in the manner contemplated hereinDate”). The Company and the Selling Stockholders Investor further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the Investor gives notice of an intention to participate in the registration within the time frame specified in Section 13(a) above and the Registration Statement is not filed on or prior to the Target Filing Date, the Company shall pay in cash or in shares of Common Stock (at the Holder's Investor’s option) as liquidated damages for such failure and not as a penalty to the Selling Stockholders, a one-time fee Investor an amount equal to $20,000 and an additional fee two percent (2%) of $10,000 at the end of purchase price the Investor paid for the Units purchased by such Investor (the ”Purchase Price”) for each subsequent month during which 30-day period following the Target Filing Date until the Registration Statement is not has been filed with the Commission, which shall be pro rated for such periods less than 30 days (collectively, the "“Late Filing Damages"”). Any payments Payments to be made to the Selling Stockholders Investor pursuant to this Section 7.4(a13(f) shall be due and payable within 5 five (5) business days of any written demand therefor by the Selling StockholdersInvestor, but in no event more than once during any 30-day period. The parties agree that the Late Filing 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 Selling Stockholders Investor if the Registration Statement is not filed on or prior to the Target Filing Date. If the Holder Investor elects to receive payment of be paid the Late Filing Damages in shares of Common Stock, such shares of Common Stock shall be valued at their Fair Market Value the average closing price of a share of Common Stock on the applicable trading market for the Common Stock for the 5-trading-day period immediately preceding the date of demand of such Late Filing Damages. Notwithstanding anything to the contrary contained in this Agreement, (i) nothing herein shall entitle the Investor to any fees or damages in the event the Company is unable to cause the Registration Statement to be declared effective by the Commission or any applicable state securities law authority, and (ii) Investor shall not be entitled to receive any Late Filing Damages with respect to any Shares for which the Investor gives an Exclusion Request.