Common use of Failure to Make Timely Filings Clause in Contracts

Failure to Make Timely Filings. The Company agrees that, if the Company fails to timely file on the SEC’s XXXXX system any information required to be filed by it, whether on a Form 10-K, Form 10-Q, Form 8-K, Proxy Statement or otherwise so as to be deemed a “reporting issuer” with current public information under the 1934 Act, the Company shall be liable to pay to the Holder an amount based on the following schedule (where “No. Business Days Late” refers to each Trading Day after the latest due date for the relevant filing): Late Filing Payment For Each $10,000.00 of 1 $100.00 2 $200.00 3 $300.00 4 $400.00 5 $500.00 6 $600.00 7 $700.00 8 $800.00 9 $900.00 10 $1,000.00 >10 $1,000.00 + $200.00 for each Trading Day Late beyond 10 days The Company shall pay any payments incurred under this subsection in immediately available funds upon demand by the Holder; provided, however, that the Holder making the demand may specify that the payment shall be made in shares of Common Stock at the Conversion Price (as defined in the Note) applicable to the date of such demand. If the payment is to be made in shares of Common Stock, such shares shall be considered Conversion Shares under the Note, with the “Delivery Date” for such shares being determined from the date of such demand. The demand for payment of such amount in shares of Common Stock shall be considered a “Conversion Notice” (but the delivery of such shares shall be in payment of the amount contemplated by this subsection and not in payment of any principal or interest on the Note).

Failure to Make Timely Filings. The Company agrees that, if the Company fails to timely file on the SEC’s XXXXX system any information required to be filed by it, whether on a Form 10-K, Form 10-Q, Form 8-K, Proxy Statement or otherwise so as to be deemed a “reporting issuer” with current public information under the 1934 Act, the Company shall be liable to pay to the Holder Holder, in addition to any other available remedies in the Transaction Documents or at law or equity, an amount based on the following schedule (where “No. Business Trading Days Late” refers to each Trading Day after the latest due date for the relevant filing): Late Filing Payment For Each $10,000.00 of 1 $100.00 2 $200.00 3 $300.00 4 $400.00 5 $500.00 6 $600.00 7 $700.00 8 $800.00 9 $900.00 10 $1,000.00 >10 $1,000.00 + $200.00 for each Trading Day Late beyond 10 days The filing of SEC Form NT and subsequent filing of the required forms within the applicable grace period shall not be deemed a failure to timely file under this subsection. The Company shall pay any payments incurred under this subsection in immediately available funds upon demand by the Holder; provided, however, that the Holder making the demand may specify that the payment shall be made in shares of Common Stock at the Conversion Price (as defined in and determined pursuant to the Note) applicable to the date of such demand. If the payment is to be made in shares of Common Stock, such shares shall be considered Conversion Shares under the Note, with the “Delivery Date” for such shares being determined from the date of such demand. The demand for payment of such amount in shares of Common Stock shall be considered a “Conversion Notice” under the Note (but the delivery of such shares shall be in payment of the amount contemplated by this subsection and not in payment of any principal or interest on the Note).

Failure to Make Timely Filings. The Company agrees that, if the Company fails to timely file (with a filing pursuant to, and within the periods permitted by, Rule 12b-25 deemed to be timely filed) on the SEC’s XXXXX system any information required to be filed by it, whether on a Form 10-K, Form 10-Q, Form 8-K, Proxy Statement or otherwise so as to be deemed a “reporting issuer” with current public information under the 1934 Act, the Company shall be liable to pay to the Holder Holder, in addition to any other available remedies in the Transaction Documents or at law or equity, an amount based on the following schedule (where “No. Business Trading Days Late” refers to each Trading Day after the latest due date for the relevant filing): Late Filing Payment For Each $10,000.00 100,000.00 of No. Trading Days Late Outstanding Principal of the Note 1 $100.00 2 $200.00 3 $300.00 4 $400.00 5 $500.00 6 $600.00 7 $700.00 8 $800.00 9 $900.00 10 $1,000.00 >10 $1,000.00 + $200.00 for each Trading Day Late beyond 10 days The Company shall pay any payments incurred under this subsection in immediately available funds upon demand by the Holder; provided, however, that the Holder making the demand may specify that the payment shall be made in shares of Common Stock at the Conversion Price (as defined in and determined pursuant to the Note) applicable to the date of such demand. If the payment is to be made in shares of Common Stock, such shares shall be considered Conversion Shares under the Note, with the “Delivery Date” for such shares being determined from the date of such demand. The demand for payment of such amount in shares of Common Stock shall be considered a “Conversion Notice” under the Note (but the delivery of such shares shall be in payment of the amount contemplated by this subsection and not in payment of any principal or interest on the Note).

Failure to Make Timely Filings. The Company agrees that, if the Company fails to timely file on the SEC’s XXXXX system any information required to be filed by it, whether on a Form 10-K, Form 10-Q, Form 8-K, Proxy Statement or otherwise so as to be deemed a “reporting issuer” with current public information under the 1934 Act, the Company shall be liable to pay to the Holder Holder, in addition to any other available remedies in the Transaction Documents or at law or in equity, an amount based on the following schedule (where where, for purposes of this subsection, “No. Business Trading Days Late” refers to each Trading Day after the latest due date for the relevant filing): Late Filing Payment For Outstanding Principal of the Note Each $10,000.00 of 1 $100.00 2 $200.00 3 $300.00 4 $400.00 5 $500.00 6 $600.00 7 $700.00 8 $800.00 9 $900.00 10 $1,000.00 >10 $1,000.00 + $200.00 for each No. Trading Day Days Late beyond 10 days Outstanding Principal of the Note The Company shall pay any payments incurred under this subsection in immediately available funds upon demand by the Holder; provided, however, that the Holder making the demand may specify that the payment shall be made in shares of Common Stock at the Conversion Price (as defined in the Note) applicable to the date of such demand. If the payment is to be made in shares of Common Stock, such shares shall be considered Conversion Shares under the Note, with the “Delivery Date” for such shares being determined from the date of such demand. The demand for payment of such amount in shares of Common Stock shall be considered a “Conversion Notice” under the Note (but the delivery of such shares shall be in payment of the amount contemplated by this subsection and not in payment of any principal or interest on the Note).

Failure to Make Timely Filings. The Company agrees that, if the Company fails to timely file on the SEC’s XXXXX system any information required to be filed by it, whether on a Form 10-K, Form 10-Q, Form 8-K, Proxy Statement or otherwise so as to be deemed a “reporting issuer” with current public information under the 1934 Act, the Company shall be liable to pay to the Holder Holder, in addition to any other available remedies in the Transaction Documents or at law or in equity, an amount based on the following schedule (where where, for purposes of this subsection, “No. Business Trading Days Late” refers to each Trading Day after the latest due date for the relevant filing): Late Filing Payment For Each $10,000.00 of 1 $100.00 2 $200.00 3 $300.00 4 $400.00 5 $500.00 6 $600.00 7 $700.00 8 $800.00 9 $900.00 10 $1,000.00 >10 $1,000.00 + $200.00 for each Trading Day Late beyond 10 days The Company shall pay any payments incurred under this subsection in immediately available funds upon demand by the Holder; provided, however, that the Holder making the demand may specify that the payment shall be made in shares of Common Stock at the Conversion Price (as defined in the Note) applicable to the date of such demand. If the payment is to be made in shares of Common Stock, such shares shall be considered Conversion Shares under the Note, with the “Delivery Date” for such shares being determined from the date of such demand. The demand for payment of such amount in shares of Common Stock shall be considered a “Conversion Notice” under the Note (but the delivery of such shares shall be in payment of the amount contemplated by this subsection and not in payment of any principal or interest on the Note).

Failure to Make Timely Filings. The Company agrees that, if the Company fails to timely file on the SEC’s XXXXX system any information required to be filed by it, whether on a Form 10-K, Form 10-Q, Form 8-K, Proxy Statement or otherwise so as to be deemed a “reporting issuer” with current public information under the 1934 Act, the Company shall be liable to pay to the Holder Holder, in addition to any other available remedies in the Transaction Documents, an amount based on the following schedule (where where, for purposes of this subsection, “No. Business Trading Days Late” refers to each Trading Day after the latest due date for the relevant filing): Late Filing Payment For Each $10,000.00 of the No. Trading Days Late Outstanding Balance 1 $100.00 2 $200.00 3 $300.00 4 $400.00 5 $500.00 6 $600.00 7 $700.00 8 $800.00 9 $900.00 10 $1,000.00 >10 $1,000.00 + $200.00 for each Trading Day Late late beyond 10 days The Company shall pay any payments incurred under this subsection in immediately available funds upon demand by the Holder; provided, however, that the Holder making the demand may specify that the payment shall be made in shares of Common Stock at the Conversion Price (as defined in the Note) applicable to the date of such demand. If the payment is to be made in shares of Common Stock, such shares shall be considered Conversion Shares under the Note, with the “Delivery Date” for such shares being determined from the date of such demand. The demand for payment of such amount in shares of Common Stock shall be considered a “Conversion Notice” under the Note (but the delivery of such shares shall be in payment of the amount contemplated by this subsection and not in payment of any principal or interest on the Note). Such payment amount will result in a daily increase to the Outstanding Balance of the Note until paid or converted as contemplated by this subsection.

Failure to Make Timely Filings. The Company agrees that, if the Company fails to timely file on the SEC’s XXXXX system (including allowing for all permitted extensions) any information required to be filed by it, whether on a Form 10-K, Form 10-Q, Form 8-K, Proxy Statement or otherwise so as to be deemed a “reporting issuer” with current public information under the 1934 Act, the Company shall be liable to pay to the Holder Holder, in addition to any other available remedies in the Transaction Documents or at law or in equity, an amount based on the following schedule (where where, for purposes of this subsection, “No. Business Trading Days Late” refers to each Trading Day after the latest due date for the relevant filing): Late Filing Payment For Each $10,000.00 of 1 No. Trading Days Late Outstanding Principal of the Note $100.00 2 $200.00 3 $300.00 4 $400.00 5 $500.00 6 $600.00 7 $700.00 8 $800.00 9 $900.00 10 $1,000.00 >10 $1,000.00 + $200.00 for each Trading Day Late late beyond 10 days The Company shall pay any payments incurred under this subsection in immediately available funds upon demand by the Holder; provided, however, that the Holder making the demand may specify that the payment shall be made in shares of Common Stock at the Conversion Price (as defined in the Note) applicable to the date of such demand. If the payment is to be made in shares of Common Stock, such shares shall be considered Conversion Shares under the Note, with the “Delivery Date” for such shares being determined from the date of such demand. The demand for payment of such amount in shares of Common Stock shall be considered a “Conversion Notice” under the Note (but the delivery of such shares shall be in payment of the amount contemplated by this subsection and not in payment of any principal or interest on the Note).

Failure to Make Timely Filings. The Company agrees that, if the Company fails to timely file on the SEC’s XXXXX system any information required to be filed by it, whether on a Form 10-K, Form 10-Q, Form 8-K, Proxy Statement or otherwise so as to be deemed a “reporting issuer” with current public information under the 1934 ActSecurities Exchange Act of 1934, the Company shall be liable to pay to the Holder an amount based on the following schedule (where “No. Business Days Late” refers to each Trading Day after the latest due date for the relevant filing): Late Filing Payment For Each $10,000.00 of 1 $100.00 100 2 $200.00 200 3 $300.00 300 4 $400.00 400 5 $500.00 500 6 $600.00 600 7 $700.00 700 8 $800.00 800 9 $900.00 900 10 $1,000.00 1,000 >10 $1,000.00 1,000 + $200.00 200 for each Trading Day Late beyond 10 days The Company shall pay any payments incurred under this subsection in immediately available funds upon demand by the Holder; provided, however, that the Holder making the demand may specify that the payment shall be made in shares of Common Stock at the Conversion Price (as defined in the Note) applicable to the date of such demand. If the payment is to be made in shares of Common Stock, such shares shall be considered Conversion Shares under the Note, with the “Delivery Date” for such shares being determined from the date of such demand. The , the demand for payment of such amount in shares of Common Stock shall be being considered a “Notice of Conversion Notice” (but the delivery of such shares shall be in payment of the amount contemplated by this subsection and not in payment of any principal or interest on the Note).

Failure to Make Timely Filings. The Company agrees that, if the Company fails to timely file on the SEC’s XXXXX system any information required to be filed by it, whether on a Form 10-K, Form 10-Q, Form 8-K, Proxy Statement or otherwise so as to be deemed a “reporting issuer” with current public information under the 1934 Act, the Company shall be liable to pay to the Holder Holder, in addition to any other available remedies in the Transaction Documents or at law or equity, an amount based on the following schedule (where “No. Business Trading Days Late” refers to each Trading Day after the latest due date for the relevant filing): Late Filing Payment For Each $10,000.00 of 1 $100.00 2 $200.00 3 $300.00 4 $400.00 5 $500.00 6 $600.00 7 $700.00 8 $800.00 9 $900.00 10 $1,000.00 >10 $1,000.00 + $200.00 for each Trading Day Late beyond 10 days The Company shall pay any payments incurred under this subsection in immediately available funds upon demand by the Holder; provided, however, that the Holder making the demand may specify that the payment shall be made in shares of Common Stock at the Conversion Price (as defined in and determined pursuant to the Note) applicable to the date of such demand. If the payment is to be made in shares of Common Stock, such shares shall be considered Conversion Shares under the Note, with the “Delivery Date” for such shares being determined from the date of such demand. The demand for payment of such amount in shares of Common Stock shall be considered a “Conversion Notice” under the Note (but the delivery of such shares shall be in payment of the amount contemplated by this subsection and not in payment of any principal or interest on the Note).

Failure to Make Timely Filings. The Company agrees that, if the Company fails to timely file on the SEC’s XXXXX system any information required to be filed by it, whether it on a Form 10-K, Form 10-Q, Form 8-K, Proxy Statement or otherwise so as to be deemed a “reporting issuer” with current public information under the 1934 Act, the Company shall be liable to pay to the Holder an amount based on the following schedule (where “No. Business Days Late” refers to each Trading Day after the latest due date for the relevant filing, including all applicable extensions under Section 12b-25 of the 1934 Act): Late Filing Payment For Each $10,000.00 of 1 $100.00 2 $200.00 3 $300.00 4 $400.00 5 $500.00 6 $600.00 7 $700.00 8 $800.00 9 $900.00 10 $1,000.00 >10 $1,000.00 + $200.00 for each Trading Day Late beyond 10 days The Company shall pay any payments incurred under this subsection in immediately available funds upon demand by the Holder; provided, however, that the Holder making the demand may specify that the payment shall be made in shares of Common Stock at the Conversion Price (as defined in the Note) applicable to the date of such demand. If the payment is to be made in shares of Common Stock, such shares shall be considered Conversion Shares under the Note, with the “Delivery Date” for such shares being determined from the date of such demand. The demand for payment of such amount in shares of Common Stock shall be considered a “Conversion Notice” (but the delivery of such shares shall be in payment of the amount contemplated by this subsection and not in payment of any principal or interest on the Note).

Failure to Make Timely Filings. The Company agrees that, that if the Company fails to timely file on the SEC’s XXXXX system any information required to be filed by it, whether on a Form 10-K, Form 10-Q, Form 8-K, Proxy Statement or otherwise so as to be deemed a “reporting issuer” with current public information under the 1934 ActAct (such obligation to last only from the Closing Date through the date that is the one-year anniversary thereof so long as the Company has never been a Shell Company), the Company shall be liable to pay to the Holder Holder, in addition to any other available remedies in the Transaction Documents or at law or in equity, an amount based on the following schedule (where where, for purposes of this subsection, “No. Business Trading Days Late” refers to each Trading Day after the latest due date for the relevant filing): Late Filing Payment For Each $10,000.00 of 1 $100.00 2 $200.00 3 $300.00 4 $400.00 5 $500.00 6 $600.00 7 $700.00 8 $800.00 9 $900.00 10 $1,000.00 >10 $1,000.00 + $200.00 for each Trading Day Late beyond 10 days The Company shall pay any payments incurred under this subsection in immediately available funds upon demand by the Holder; provided, however, that the Holder making the demand may specify that the payment shall be made in shares of Common Stock at the Conversion Price (as defined in the Note) applicable to the date of such demand. If the payment is to be made in shares of Common Stock, such shares shall be considered Conversion Shares under the Note, with the “Delivery Date” for such shares being determined from the date of such demand. The demand for payment of such amount in shares of Common Stock shall be considered a “Conversion Notice” under the Note (but the delivery of such shares shall be in payment of the amount contemplated by this subsection and not in payment of any principal or interest on the Note).

Failure to Make Timely Filings. The Company agrees that, if the Company fails to timely file on the SEC’s XXXXX EXXXX system any information required to be filed by it, whether on a Form 10-K, Form 10-Q, Form 8-K, Proxy Statement or otherwise so as to be deemed a “reporting issuer” with current public information under the 1934 Act, the Company shall be liable to pay to the applicable Holder an amount based on the following schedule (where “No. Business Days Late” refers to each Trading Day after the latest due date for the relevant filing): Late Filing Payment For Each $10,000.00 of No. Business Days Late Outstanding Principal of the Applicable Note 1 $100.00 2 $200.00 3 $300.00 4 $400.00 5 $500.00 6 $600.00 7 $700.00 8 $800.00 9 $900.00 10 $1,000.00 >10 $1,000.00 + $200.00 for each Trading Day TradingDay Late beyond 10 days The Company shall pay any payments incurred under this subsection in immediately available funds upon demand by the Holder; provided, however, that the Holder making the demand may specify that the payment shall be made in shares of Common Stock at the Conversion Price (as defined in the NoteNotes) applicable to the date of such demand. If the payment is to be made in shares of Common Stock, such shares shall be considered Conversion Shares under the NoteNotes, with the “Delivery Date” for such shares being determined from the date of such demand. The demand for payment of such amount in shares of Common Stock shall be considered a “Conversion Notice” (but the delivery of such shares shall be in payment of the amount contemplated by this subsection and not in payment of any principal or interest on the NoteNotes).

Failure to Make Timely Filings. The Company agrees that, if the Company fails to timely file on the SEC’s XXXXX EXXXX system any information required to be filed by it, whether on a Form 10-K, Form 10-Q, Form 8-K, Proxy Statement or otherwise so as to be deemed a “reporting issuer” with current public information under the 1934 Act, the Company shall be liable to pay to the Holder Holder, in addition to any other available remedies in the Transaction Documents or at law or equity, an amount based on the following schedule (where “No. Business Days Late” refers to each Trading Day after the latest due date for the relevant filing): Late Filing Payment For Each $10,000.00 30,000.00 of 1 No. Business Days Late Outstanding Principal of the Note $100.00 2 7 $200.00 3 8 $300.00 4 9 $400.00 5 10 $500.00 6 11 $600.00 7 12 $700.00 8 13 $800.00 9 14 $900.00 10 15 $1,000.00 >10 15 $1,000.00 + $200.00 100.00 for each Trading Day Late beyond 10 days The Company shall pay any payments incurred under this subsection in immediately available funds upon demand by the Holder; provided, however, that the Holder making the demand may specify that the payment shall be made in shares of Common Stock at the Conversion Price (as defined in the Note) applicable to the date of such demand. If the payment is to be made in shares of Common Stock, such shares shall be considered Conversion Shares under the Note, with the “Delivery Date” for such shares being determined from the date of such demand. The demand for payment of such amount in shares of Common Stock shall be considered a “Conversion Notice” (but the delivery of such shares shall be in payment of the amount contemplated by this subsection and not in payment of any principal or interest on the Note).

Failure to Make Timely Filings. The Company agrees that, if the Company fails to timely file on the SEC’s XXXXX system any information required to be filed by it, whether on a Form 10-K, Form 10-Q, Form 8-K, Proxy Statement or otherwise so as to be deemed a “reporting issuer” with current public information under the 1934 Act, the Company shall be liable to pay to the Holder an amount based on the following schedule (where “No. Business Days Late” refers to each Trading Day after the latest due date for the relevant filing): Late Filing Payment For Each $10,000.00 of No. Business Days Late Outstanding Principal of theNotes 1 $$ 100.00 2 $$ 200.00 3 $$ 300.00 4 $$ 400.00 5 $$ 500.00 6 $$ 600.00 7 $$ 700.00 8 $$ 800.00 9 $$ 900.00 10 $$ 1,000.00 >10 $1,000.00 + $200.00 for each Trading Day Late beyond 10 days The Company shall pay any payments incurred under this subsection in immediately available funds upon demand by the Holder; provided, however, that the Holder making the demand may specify that the payment shall be made in shares of Common Stock at the Conversion Price (as defined in the NoteNotes) applicable to the date of such demand. If the payment is to be made in shares of Common Stock, such shares shall be considered Conversion Shares under the NoteNotes, with the “Delivery Date” for such shares being determined from the date of such demand. The demand for payment of such amount in shares of Common Stock shall be considered a “Conversion Notice” (but the delivery of such shares shall be in payment of the amount contemplated by this subsection and not in payment of any principal or interest on the NotetheNotes).

Failure to Make Timely Filings. The Company agrees that, if (1) the Company fails to timely file on the SEC’s XXXXX system any information required to be filed by it, whether on a Form 10-K, Form 10-Q, Form 8-K, Proxy Statement or otherwise so as to not be deemed a “reporting issuer” with current public information in its filings under the 1934 Act, and (2) the Holder attempts to sell Shares pursuant to Rule 144 of the Securities Act, but is precluded from doing so because of the Company’s failure to be timely in such filings, then the Company shall be liable to pay to the Holder an amount based on the following schedule (where “No. Business Days Late” refers to each Trading Day after the latest due date for the relevant filing): Late Filing Payment For Each $10,000.00 of 1 $100.00 2 $200.00 3 $300.00 4 $400.00 5 $500.00 6 $600.00 7 $700.00 8 $800.00 9 $900.00 10 $1,000.00 >10 $1,000.00 + $200.00 for each Trading Day Late beyond 10 days The Company shall pay any payments incurred under this subsection in immediately available funds upon demand by the Holder; provided, however, that the Holder making the demand may specify that the payment shall be made in shares of Common Stock at the Conversion Price (as defined in the Note) applicable to the date of such demand. If the payment is to be made in shares of Common Stock, such shares shall be considered Conversion Shares under the Note, with the “Delivery Date” for such shares being determined from the date of such demand. The demand for payment of such amount in shares of Common Stock shall be considered a “Conversion Notice” (but the delivery of such shares shall be in payment of the amount contemplated by this subsection and not in payment of any principal or interest on the Note).

Failure to Make Timely Filings. The Company agrees that, if the Company fails to timely file on the SEC’s XXXXX system any information required to be filed by it, whether on a Form 10-K, Form 10-Q, Form 8-K, Proxy Statement or otherwise so as to be deemed a “reporting issuer” with current public information under the 1934 Act, the Company shall be liable to pay to the Holder Holder, in addition to any other available remedies in the Transaction Documents, an amount based on the following schedule (where where, for purposes of this subsection, “No. Business Trading Days Late” refers to each Trading Day after the latest due date for the relevant filing): Late Filing Payment For Each $10,000.00 of No. Trading Days Late Outstanding Principal of the Note 1 $100.00 2 $200.00 3 $300.00 4 $400.00 5 $500.00 6 $600.00 7 $700.00 8 $800.00 9 $900.00 10 $1,000.00 >10 $1,000.00 + $200.00 for each Trading Day Late late beyond 10 days The Company shall pay any payments incurred under this subsection in immediately available funds upon demand by the Holder; provided, however, that the Holder making the demand may specify that the payment shall be made in shares of Common Stock at the Conversion Price (as defined in the Note) applicable to the date of such demand. If the payment is to be made in shares of Common Stock, such shares shall be considered Conversion Shares under the Note, with the “Delivery Date” for such shares being determined from the date of such demand. The demand for payment of such amount in shares of Common Stock shall be considered a “Conversion Notice” under the Note (but the delivery of such shares shall be in payment of the amount contemplated by this subsection and not in payment of any principal or interest on the Note).

Failure to Make Timely Filings. The Company agrees that, if the Company fails to timely file on the SEC’s XXXXX 's EDGAR system any information required to be filed by it, whether on a xx x Form 10-K, Form 10-Q, Form 8-K, Proxy Statement or otherwise so as to be deemed a “reporting issuer” "REPORTING ISSUER" with current public information under the 1934 Act, the Company shall be liable to pay to the Holder Holder, in addition to any other available remedies in the Transaction Documents, an amount based on the following schedule (where “Nowhere, for purposes of this subsection, "NO. Business Days Late” TRADING DAYS LATE" refers to each Trading Day after the latest due date for the relevant filing): Late Filing Payment For Each $10,000.00 of No. Trading Days Late Outstanding Principal of the Note --------------------- --------------------------------- 1 $100.00 2 $200.00 3 $300.00 4 $400.00 5 $500.00 6 $600.00 7 $700.00 8 $800.00 9 $900.00 10 $1,000.00 >10 $1,000.00 + $200.00 for each Trading Day Late late beyond 10 days The Company shall pay any payments incurred under this subsection in immediately available funds upon demand by the Holder; providedPROVIDED, howeverHOWEVER, that the Holder making the demand may specify that the payment shall be made in shares of Common Stock at the Conversion Price (as defined in the Note) applicable to the date of such demand. If the payment is to be made in shares of Common Stock, such shares shall be considered Conversion Shares under the Note, with the “Delivery Date” "DELIVERY DATE" for such shares being determined from the date of such demand. The demand for payment of such amount in shares of Common Stock shall be considered a “Conversion Notice” "CONVERSION NOTICE" under the Note (but the delivery of such shares shall be in payment of the amount contemplated by this subsection and not in payment of any principal or interest on the Note).

Failure to Make Timely Filings. The Company agrees that, if the Company fails to timely file (utilizing any applicable extensions permitted by the SEC) on the SEC’s XXXXX EXXXX system any information required to be filed by it, whether on a Form 10-K, Form 10-Q, Form 8-K, Proxy Statement or otherwise so as to be deemed a “reporting issuer” with current public information under the 1934 Act, the Company shall be liable to pay to the Holder an amount based on the following schedule (where “No. Business Days Late” refers to each Trading Day after the latest due date for the relevant filing): Late Filing Payment For Each $10,000.00 of No. Business Days Late Outstanding Principal funded under the Note 1 $$ 100.00 2 $$ 200.00 3 $$ 300.00 4 $$ 400.00 5 $$ 500.00 6 $$ 600.00 7 $$ 700.00 8 $$ 800.00 9 $$ 900.00 10 $$ 1,000.00 >10 $1,000.00 + $200.00 for each Trading Day Late beyond 10 days The Company shall pay any payments incurred under this subsection in immediately available funds upon demand by the Holder; provided, however, that the Holder making the demand may specify that the payment shall be made in shares of Common Stock at the Conversion Price (as defined in the Note) applicable to the date of such demand. If the payment is to be made in shares of Common Stock, such shares shall be considered Conversion Shares under the Note, with the “Delivery Date” for such shares being determined from the date of such demand. The demand for payment of such amount in shares of Common Stock shall be considered a “Conversion Notice” (but the delivery of such shares shall be in payment of the amount contemplated by this subsection and not in payment of any principal or interest on the Note).

Failure to Make Timely Filings. The Company agrees that, if the Company fails to timely file on the SEC’s XXXXX system any information required to be filed by it, whether on a Form 10-K, Form 10-Q, Form 8-K, Proxy Statement or otherwise so as to be deemed a “reporting issuer” with current public information under the 1934 Act, the Company shall be liable to pay to the Holder Holder, in addition to any other available remedies in the Transaction Documents, an amount based on the following schedule (where where, for purposes of this subsection, “No. Business Trading Days Late” refers to each Trading Day after the latest due date for the relevant filing): Late Filing Payment For Each $10,000.00 of No. Trading Days Late Outstanding Principal of the Note 1 $100.00 2 $200.00 3 $300.00 4 $400.00 5 $500.00 6 $600.00 7 $700.00 8 $800.00 9 $900.00 10 $1,000.00 >10 $1,000.00 + $200.00 for each Trading Day Late late beyond 10 days The filing of SEC Form NT and subsequent filing of the required forms within the applicable grace period shall not be deemed a failure to timely file under this subsection. The Company shall pay any payments incurred under this subsection in immediately available funds upon demand by the Holder; provided, however, that the Holder making the demand may specify that the payment shall be made in shares of Common Stock at the Conversion Price (as defined in the Note) applicable to the date of such demand. If the payment is to be made in shares of Common Stock, such shares shall be considered Conversion Shares under the Note, with the “Delivery Date” for such shares being determined from the date of such demand. The demand for payment of such amount in shares of Common Stock shall be considered a “Conversion Notice” under the Note (but the delivery of such shares shall be in payment of the amount contemplated by this subsection and not in payment of any principal or interest on the Note).