Common use of Further Representations and Warranties of the Company Clause in Contracts

Further Representations and Warranties of the Company. For so long as any Securities held by the Subscriber remain outstanding, the Company acknowledges, represents, warrants and agrees as follows: (i) It will reserve from its authorized but unissued shares of Common Stock a sufficient number of shares of Common Stock to permit the conversion in full of the outstanding Securities. (ii) It will use its best efforts to maintain the listing of its Common Stock on the OTC Bulletin Board. (iii) It will permit the Subscriber to exercise its right to convert the Preferred Stock and/or exercise the Warrants by telecopying an executed and completed Notice of Conversion and/or Notice of Exercise to the Company and delivering the original Notice of Conversion and/or original Notice of Exercise and the certificate representing the Preferred Stock and/or the original Warrant to the Company by express courier. Each business date on which a Notice of Conversion and/or Notice of Exercise is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a conversion date and/or exercise date. The Company will use its best efforts to transmit the certificates representing shares of Common Stock issuable upon conversion of any Preferred Stock and/or exercise of any Warrants (together with the certificates representing the Preferred Stock not so converted) and/or Warrants not so exercised to the Subscriber via express courier, by electronic transfer or otherwise within three business days after the conversion and/or exercise date if the Company has received the original Notice of Conversion and Preferred Stock certificate being so converted and/or original Notice of Exercise and Warrants by such date. In addition to any other remedies which may be available to the Subscriber, in the event that the Company fails to use its best efforts to effect delivery of such shares of Common Stock within such three business day period, the Subscriber will be entitled to revoke the relevant Notice of Conversion and/or Notice of Exercise by delivering a notice to such effect to the Company whereupon the Company and the Subscriber shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion and/or Notice of Exercise. The Notice of Conversion and Preferred Stock and/or the Notice of Exercise and Warrant representing the portion of the Preferred Stock converted and/or Warrant exercised shall be delivered as follows: To the Company: Controller SGI International 0000 Xxxxxxxx Xxxxxx, Xxxxx 000 Xx Xxxxx, XX 00000 Fax: (000) 000-0000 In the event that the Common Stock issuable upon conversion of the Preferred Stock and/or exercise of the Warrants is not delivered, as a direct result of the negligence or action or inaction of the Company only, within five (5) business days of receipt by the Company of a valid Notice of Conversion and the Preferred Stock to be converted and/or Notice of Exercise and Warrants to be exercised (such date of receipt referred to as the "Conversion Date" and/or "Exercise Date"), the Company shall pay to the Purchaser, in immediately available funds, upon demand, as liquidated damages for such failure and not as a penalty, for each $100,000 of Preferred Stock sought to be converted, $500 for each of the first ten (10) days and $1,000 per day thereafter that the Conversion Shares are not delivered, and for each thousand (1,000) shares of Common Stock sought to be exercised under the Warrant, $7.50 for each of the first ten (10) days and $15 per day thereafter that the shares of Common Stock underlying the Warrant are not delivered, which liquidated damages shall run from the sixth business day after the Conversion Date and/or Exercise Date. Any and all payments required pursuant to this paragraph shall be payable only in shares of Common Stock and not in cash. The number of such shares shall be determined by dividing the total sum payable by the Conversion Price and/or Exercise Price.

Further Representations and Warranties of the Company. For so long as any Securities held by the Subscriber Subscribers remain outstanding, the Company acknowledges, represents, warrants and agrees as follows: (i) It will reserve from its authorized but unissued shares of Common Stock a sufficient number of shares of Common Stock to permit the conversion in full of the outstanding Securities. (ii) It will use its best efforts to maintain the listing of its Common Stock on the OTC Bulletin Board. (iii) It will permit the Subscriber Subscribers to exercise its right to convert the Preferred Stock and/or exercise the Warrants by telecopying an executed and completed Notice of Conversion and/or Notice of Exercise to the Company and delivering the original Notice of Conversion and/or original Notice of Exercise and the certificate representing the Preferred Stock and/or the original Warrant to the Company by express courier. Each business date on which a Notice of Conversion and/or Notice of Exercise is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a conversion date and/or exercise date. The Company will use its best efforts to transmit the certificates representing shares of Common Stock issuable upon conversion of any Preferred Stock and/or exercise of any Warrants (together with the certificates representing the Preferred Stock not so converted) and/or Warrants not so exercised to the Subscriber Subscribers via express courier, by electronic transfer or otherwise within three business days after the conversion and/or exercise date if the Company has received the original Notice of Conversion and Preferred Stock certificate being so converted and/or original Notice of Exercise and Warrants by such date. In addition to any other remedies which may be available to the SubscriberSubscribers, in the event that the Company fails to use its best efforts to effect delivery of such shares of Common Stock within such three business day period, the Subscriber Subscribers will be entitled to revoke the relevant Notice of Conversion and/or Notice of Exercise by delivering a notice to such effect to the Company whereupon the Company and the Subscriber Subscribers shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion and/or Notice of Exercise. The Notice of Conversion and Preferred Stock and/or the Notice of Exercise and Warrant representing the portion of the Preferred Stock converted and/or Warrant exercised shall be delivered as follows: To the Company: Controller SGI International 0000 Xxxxxxxx Xxxxxx, Xxxxx 000 Xx Xxxxx, XX 00000 Fax: (000) 000-0000 In the event that the Common Stock issuable upon conversion of the Preferred Stock and/or exercise of the Warrants is not delivered, as a direct result of the negligence or action or inaction of the Company only, within five (5) business days of receipt by the Company of a valid Notice of Conversion and the Preferred Stock to be converted and/or Notice of Exercise and Warrants to be exercised (such date of receipt referred to as the "Conversion Date" and/or "Exercise Date"), the Company shall pay to the Purchaser, in immediately available funds, upon demand, as liquidated damages for such failure and not as a penalty, for each $100,000 of Preferred Stock sought to be converted, $500 for each of the first ten (10) days and $1,000 per day thereafter that the Conversion Shares are not delivered, and for each thousand (1,000) shares of Common Stock sought to be exercised under the Warrant, $7.50 for each of the first ten (10) days and $15 per day thereafter that the shares of Common Stock underlying the Warrant are not delivered, which liquidated damages shall run from the sixth business day after the Conversion Date and/or Exercise Date. Any and all payments required pursuant to this paragraph shall be payable only in shares of Common Stock and not in cash. The number of such shares shall be determined by dividing the total sum payable by the Conversion Price and/or Exercise Price.

Further Representations and Warranties of the Company. For so long as any Securities held by any of the Subscriber Subscribers and the Placement Agent remain outstanding, the Company acknowledges, represents, warrants and agrees as follows: (i) It will reserve from its authorized but unissued shares of Common Stock a sufficient number of shares of Common Stock to permit the conversion in full of the outstanding Securities. (ii) It will use its best efforts to maintain the listing of its Common Stock on the OTC Bulletin BoardBoard or other organized United States market or quotron systems. (iiiii) It will permit the Subscriber Subscribers to exercise its right to convert the Preferred Stock and/or exercise the Warrants by telecopying an executed and completed Notice of Conversion and/or Notice of Exercise to the Company and delivering the original Notice of Conversion and/or original Notice of Exercise and the certificate representing the Preferred Stock and/or the original Warrant to the Company by express courier. Each business date on which a Notice of Conversion and/or Notice of Exercise is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a conversion date and/or exercise date. The Company will use its best efforts to transmit the certificates representing shares of Common Stock issuable upon conversion of any Preferred Stock and/or exercise of any Warrants (together with the certificates representing the Preferred Stock not so converted) and/or Warrants not so exercised to the Subscriber via express courier, by electronic transfer or otherwise within three five business days after the conversion and/or exercise date if the Company has received the original Notice of Conversion and Preferred Stock certificate being so converted and/or original Notice of Exercise and Warrants by such date. In addition to any other remedies which may be available to the Subscriber, in the event that the Company fails to use its best efforts for any reason to effect delivery of such shares of Common Stock within such three five business day perioddays from the date of delivery of the Preferred Stock and original Notice of Conversion, the Subscriber will be entitled to revoke the relevant Notice of Conversion and/or Notice of Exercise conversion by delivering a notice to such effect to the Company whereupon the Company and the Subscriber shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion. Liquidated damages under this Section 3(ii) shall continue to run from the sixth (6th) business day from the original Conversion and/or Date up until the time that the Notice of ExerciseConversion is revoked or the Common Stock has been delivered, at which time liquidated damages shall cease. The Notice of Conversion and Preferred Stock and/or the Notice of Exercise and Warrant representing the portion of the Preferred Stock Shares converted and/or Warrant exercised shall be delivered as follows: To the Company: Controller SGI International Imaging Diagnostic Systems, Inc. 0000 Xxxxxxxx Xxxxxx, XX 00xx Xxxxx 000 Xx XxxxxXxxxxxxxxx, XX 00000 Fax: (000) 000-0000 In the event that the Common Stock issuable upon conversion of the Preferred Stock and/or exercise of the Warrants is not delivered, as a direct result of the negligence or action or inaction of the Company only, delivered within five seven (57) business days of receipt by the Company of a valid Conversion Notice of Conversion and the Preferred Stock to be converted and/or Notice of Exercise and Warrants to be exercised (such date of receipt referred to as the "Conversion Date" and/or "Exercise DateCONVERSION DATE"), the Company shall pay to the Purchaser, in immediately available funds, upon demand, as liquidated damages for such failure and not as a penalty, for each $100,000 of Preferred Stock sought to be converted, $500 for each of the first ten (10) days and $1,000 per day thereafter that the Conversion Shares are not delivered, and for each thousand (1,000) shares of Common Stock sought to be exercised under the Warrant, $7.50 for each of the first ten (10) days and $15 per day thereafter that the shares of Common Stock underlying the Warrant are not delivered, which liquidated damages shall run from the sixth eighth (8th) business day after the Conversion Date and/or Exercise Date. Any and all payments required pursuant to this paragraph shall be payable only in shares of Common Stock and not in cash. The number of such shares shall be determined by dividing the total sum payable by the Conversion Price and/or Exercise Price.

Further Representations and Warranties of the Company. For so long as any Securities held by the Subscriber remain outstanding, the Company acknowledges, represents, warrants and agrees as follows: (i) It will reserve from its authorized but unissued shares of Common Stock a sufficient number of shares of Common Stock to permit the conversion in full of all of the outstanding Securities. (ii) It will use its best efforts to maintain the listing of its Common Stock on either the OTC Bulletin BoardNasdaq Small Cap Stock Market or Nasdaq National Market, or the successors thereto. (iii) It will permit the Subscriber to exercise its right to convert the Preferred Stock and/or exercise the Warrants by telecopying an executed and completed Notice of Conversion and/or Notice of Exercise to the Company and delivering the original Notice of Conversion and/or original Notice of Exercise and the certificate representing the Preferred Stock and/or the original Warrant to the Company by express courier. Each business date on which a Notice of Conversion and/or Notice of Exercise is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a conversion date "Conversion Date" and/or exercise date"Exercise Date". The Company will use its best efforts to transmit the certificates representing shares of Common Stock issuable upon conversion of any Preferred Stock and/or exercise of any Warrants (together with the certificates representing the Preferred Stock not so converted) converted and/or Warrants not so exercised exercised) to the Subscriber via express courier, by electronic transfer or otherwise within three business days after the conversion Conversion Date and/or exercise date Exercise Date if the Company has received the original Notice of Conversion and Preferred Stock certificate being so converted and/or original Notice of Exercise and Warrants by such date. In addition to any other remedies which may be available to the Subscriber, in the event that the Company fails to use its best efforts to effect delivery of such shares of Common Stock within such three business day period, the Subscriber will be entitled to revoke the relevant Notice of Conversion and/or Notice of Exercise by delivering a notice to such effect to the Company whereupon the Company and the Subscriber shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion and/or Notice of Exercise. The Notice of Conversion and Preferred Stock and/or the Notice of Exercise and Warrant representing the portion of the Preferred Stock converted and/or Warrant exercised shall be delivered as follows: To the Company: Controller SGI International 0000 Xxxxxxxx Xxxxxx, Xxxxx 000 Xx Xxxxx, XX 00000 Fax: (000) 000-0000 In the event that the Common Stock issuable upon conversion of the Preferred Stock and/or exercise of the Warrants is not delivered, as a direct result of the negligence or action or inaction of the Company only, within five (5) business days of receipt by the Company of a valid Notice of Conversion and the Preferred Stock to be converted and/or Notice of Exercise and Warrants to be exercised (such date of receipt referred to as the "Conversion Date" and/or "Exercise Date"), the Company shall pay to the Purchaser, in immediately available funds, upon demand, as liquidated damages for such failure and not as a penalty, for each $100,000 of Preferred Stock sought to be converted, $500 for each of the first ten (10) days and $1,000 per day thereafter that the Conversion Shares are not delivered, and for each thousand (1,000) shares of Common Stock sought to be exercised under the Warrant, $7.50 for each of the first ten (10) days and $15 per day thereafter that the shares of Common Stock underlying the Warrant are not delivered, which liquidated damages shall run from the sixth business day after the Conversion Date and/or Exercise Date. Any and all payments required pursuant to this paragraph shall be payable only in shares of Common Stock and not in cash. The number of such shares shall be determined by dividing the total sum payable by the Conversion Price and/or Exercise Price.original

Further Representations and Warranties of the Company. For so long as any Securities held by the Subscriber Investor remain outstanding, the Company acknowledges, represents, warrants and agrees as follows: (i) It will reserve from its authorized but unissued shares of Common Stock a sufficient number of shares of Common Stock to permit the conversion in full and the exercise of the outstanding Securities. (ii) It will use its best efforts to maintain the listing of its Common Stock on the OTC Bulletin Board, or on any major stock exchange to which it is accepted. (iii) It will permit the Subscriber Investor to exercise its right to convert the Preferred Stock and/or exercise the Warrants by telecopying an executed and completed Notice of Conversion and/or Notice of Exercise (Attachment B hereto) to the Company and delivering the original Notice of Conversion and/or original Notice of Exercise and the certificate representing the Preferred Stock and/or the original Warrant to the Company by express courier. Each business date on which a Notice of Conversion and/or Notice of Exercise is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a conversion date and/or exercise date("Conversion Date"). The Company will use its best efforts to transmit the certificates representing shares of Common Stock issuable upon conversion of any Preferred Stock and/or exercise of any Warrants (together with the certificates representing the Preferred Stock not so converted) and/or Warrants not so exercised to the Subscriber Investor via express courier, by electronic transfer or otherwise within three business days after the conversion and/or exercise date if the Company has received the original Notice of Conversion and Preferred Stock certificate being so converted and/or original Notice of Exercise and Warrants by such date. In addition to any other remedies which may be available to the SubscriberInvestor, in the event that the Company fails to use its best efforts to effect delivery of such shares of Common Stock within such three business day period, the Subscriber Investor will be entitled to revoke the relevant Notice of Conversion and/or Notice of Exercise by delivering a notice to such effect to the Company whereupon the Company and the Subscriber Investor shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion and/or Notice of ExerciseConversion. The Notice of Conversion and Preferred Stock and/or the Notice of Exercise and Warrant representing the portion of the Preferred Stock Shares converted and/or Warrant exercised shall be delivered as follows: To the Company: Controller SGI International 0000 Xxxxxxxx Xxxxxx, Xxxxx 000 Xx Xxxxx, XX 00000 Fax: (000) 000-0000 In the event that the Common Stock issuable upon conversion of the Preferred Stock and/or exercise of the Warrants is not delivered, as a direct result of the negligence or action or inaction of the Company only, within five (5) business days of receipt by the Company of a valid Notice of Conversion and the Preferred Stock to be converted and/or Notice of Exercise and Warrants to be exercised (such date of receipt referred to as the "Conversion Date" and/or "Exercise Date"), the Company shall pay to the Purchaser, in immediately available funds, upon demand, as liquidated damages for such failure and not as a penalty, for each $100,000 of Preferred Stock sought to be converted, $500 for each of the first ten (10) days and $1,000 per day thereafter that the Conversion Shares are not delivered, and for each thousand (1,000) shares of Common Stock sought to be exercised under the Warrant, $7.50 for each of the first ten (10) days and $15 per day thereafter that the shares of Common Stock underlying the Warrant are not delivered, which liquidated damages shall run from the sixth business day after the Conversion Date and/or Exercise Date. Any and all payments required pursuant to this paragraph shall be payable only in shares of Common Stock and not in cash. The number of such shares shall be determined by dividing the total sum payable by the Conversion Price and/or Exercise Price.:

Further Representations and Warranties of the Company. For so long as any Securities held by the Subscriber remain outstanding, the Company acknowledges, represents, warrants and agrees as follows: (i) It will reserve from its authorized but unissued shares of Common Stock a sufficient number of shares of Common Stock to permit the conversion in full of the outstanding Securities. (ii) It will use its best efforts to maintain the listing of its Common Stock on the OTC Bulletin Board. (iii) It will permit the Subscriber to exercise its right to convert the Preferred Stock and/or exercise the Warrants by telecopying an executed and completed Notice of Conversion and/or Notice of Exercise to the Company and delivering the original Notice of Conversion and/or original Notice of Exercise and the certificate representing the Preferred Stock and/or the original Warrant to the Company by express courier. Each business date on which a Notice of Conversion and/or Notice of Exercise is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a conversion date and/or exercise date. The Company will use its best efforts to transmit the certificates representing shares of Common Stock issuable upon conversion of any Preferred Stock and/or exercise of any Warrants (together with the certificates representing the Preferred Stock not so converted) , and/or Warrants not so exercised exercised) to the Subscriber via express courier, by electronic transfer or otherwise within three business days after the conversion and/or exercise date if the Company has received the original Notice of Conversion and Preferred Stock certificate being so converted and/or original Notice of Exercise and Warrants Warrant by such date. In addition to any other remedies which may be available to the Subscriber, in the event that the Company fails to use its best efforts to effect delivery of such shares of Common Stock within such three business day period, the Subscriber will be entitled to revoke the relevant Notice of Conversion and/or Notice of Exercise by delivering a notice to such effect to the Company whereupon the Company and the Subscriber shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion and/or Notice of Exercise. The Notice of Conversion and Preferred Stock and/or the Notice of Exercise and Warrant Warrant(s) representing the portion of the Preferred Stock Shares converted and/or Warrant exercised shall be delivered as follows: To the Company: Controller SGI International 0000 Xxxxxxxx Xxxxxx, Xxxxx 000 Xx Xxxxx, XX 00000 Fax: (000) 000-0000 In the event that the Common Stock issuable upon conversion of the Preferred Stock and/or upon exercise of the Warrants and/or exercise of the Warrants is not delivered, as a direct result of the negligence or action or inaction of the Company only, within five (5) business days of receipt by the Company of a valid Notice of Conversion and the Preferred Stock to be converted and/or Notice of Exercise and Warrants to be exercised (such date of receipt referred to as the "Conversion Date" and/or "Exercise Date"), the Company shall pay to the Purchaser, in immediately available funds, upon demand, as liquidated damages for such failure and not as a penalty, for each $100,000 of Preferred Stock sought to be converted, converted $500 for each of the first ten (10) days and $1,000 per day thereafter that the Conversion Underlying Shares are not delivered, and for each thousand One Thousand (1,0001000) shares of Common Stock sought to be exercised under the Warrant, $7.50 for each of the first ten (10) days and $15 per day thereafter that the shares of Common Stock underlying the Warrant Underlying Shares are not delivered, which liquidated damages shall run from the sixth business day after the Conversion Date and/or Exercise Date. Any and all payments required pursuant to this paragraph shall be payable only in shares of Common Stock and not in cash. The number of such shares shall be determined by dividing the total sum payable by the Conversion Price and/or Exercise Price.

Further Representations and Warranties of the Company. For so long as any Securities held by the Subscriber remain outstanding, the Company acknowledges, represents, warrants and agrees as follows: (i) It will reserve from its authorized but unissued shares of Common Stock a sufficient number of shares of Common Stock to permit the conversion in full of the outstanding Securities. (ii) It will use its best efforts to maintain the listing of its Common Stock on the OTC Bulletin Board. (iii) It will permit the Subscriber to exercise its right to convert the Preferred Stock and/or exercise the Warrants by telecopying an executed and completed Notice of Conversion and/or Notice of Exercise to the Company and delivering the original Notice of Conversion and/or original Notice of Exercise and the certificate representing the Preferred Stock and/or the original Warrant to the Company by express courier. Each business date on which a Notice of Conversion and/or Notice of Exercise is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a conversion date and/or exercise date. The Company will use its best efforts to transmit the certificates representing shares of Common Stock issuable upon conversion of any Preferred Stock and/or exercise of any Warrants (together with the certificates representing the Preferred Stock not so converted) and/or Warrants not so exercised to the Subscriber via express courier, by electronic transfer or otherwise within three business days after the conversion and/or exercise date if the Company has received the original Notice of Conversion and Preferred Stock certificate being so converted and/or original Notice of Exercise and Warrants by such date. In addition to any other remedies which may be available to the Subscriber, in the event that the Company fails to use its best efforts to effect delivery of such shares of Common Stock within such three business day period, the Subscriber will be entitled to revoke the relevant Notice of Conversion and/or Notice of Exercise by delivering a notice to such effect to the Company whereupon the Company and the Subscriber shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion and/or Notice of ExerciseConversion. The Notice of Conversion and Preferred Stock and/or the Notice of Exercise and Warrant representing the portion of the Preferred Stock Shares converted and/or Warrant exercised shall be delivered as follows: To the Company: Controller SGI International 0000 Xxxxxxxx Xxxxxx1200 Prospect Street, Xxxxx 000 Suite 325 Xx Xxxxx, XX 00000 FaxXxx: (000) 000-0000 In the event Xx xxx xxent that the Common Stock xxx Xxxxxx Xxock issuable upon conversion of the Preferred Stock and/or exercise of the Warrants is not delivered, as a direct result of the negligence or action or inaction of the Company only, within five (5) business days of receipt by the Company of a valid Notice of Conversion and the Preferred Stock to be converted and/or Notice of Exercise and Warrants to be exercised (such date of receipt referred to as the "Conversion Date" and/or "Exercise Date"), the Company shall pay Pay to the Purchaser, in immediately available funds, upon demand, as liquidated damages for such failure and not as a penalty, for each $100,000 of Preferred Stock sought to be converted, $500 for each of the first ten (10) days and $1,000 per day thereafter that the Conversion Shares are not delivered, and for each thousand (1,000) shares of Common Stock sought to be exercised under the Warrant, $7.50 for each of the first ten (10) days and $15 per day thereafter that the shares of Common Stock underlying the Warrant are not delivered, which liquidated damages shall run from the sixth business day after the Conversion Date and/or Exercise Date. Any and all payments required pursuant to this paragraph shall be payable only in shares of Common Stock and not in cash. The number of such shares shall be determined by dividing the total sum payable by the Conversion Price and/or Exercise Price.

Further Representations and Warranties of the Company. For so long as any Securities held by any of the Subscriber Subscribers remain outstanding, the Company acknowledges, represents, warrants and agrees as follows: (i) It Upon approval of the increase of authorized shares of common stock as provided in Section 3.21 above, it will reserve from its authorized but unissued shares of Common Stock a sufficient number of shares of Common Stock to permit the conversion in full of all of the outstanding Securities. (ii) It will use its best efforts to maintain the listing of its Common Stock on the OTC Bulletin Board.American Stock Exchange, Inc. (iii) It will permit the Subscriber Subscribers to exercise its their right to convert the Preferred Stock and/or exercise the Warrants by telecopying an executed and completed Notice of Conversion and/or Notice of Exercise to the Company and delivering the original Notice of Conversion and/or original Notice of Exercise and the certificate representing the Preferred Stock and/or the original Warrant to the Company by express courier. Each business date on which a Notice of Conversion and/or Notice of Exercise is telecopied to and received by the Company along with an copy of the originally executed Preferred Stock Certificates and Warrants in accordance with the provisions hereof shall be deemed a conversion date "Conversion Date" and/or exercise date"Exercise Date". The Company will use its best efforts transmit, or instruct the Transfer Agent to transmit transmit, the certificates representing shares of Common Stock issuable upon conversion of any Preferred Stock and/or exercise of any Warrants (together with the certificates representing the Preferred Stock not so converted) converted and/or Warrants not so exercised exercised) to the Subscriber via express courier, by electronic transfer or otherwise within three business days after the conversion Conversion Date and/or exercise date if Exercise Date provided the Company has received the original Notice of Conversion and Preferred Stock certificate being so converted and/or the original Notice of Exercise and Warrants by such dateWarrant being exercised on the Conversion Date. In addition to any other remedies which may be available to the SubscriberSubscribers, in the event that the Company fails to use deliver, or has failed to contact its best efforts Transfer Agent to effect delivery of deliver, such shares of Common Stock within such three five (5) business day period, the Subscriber Subscribers will be entitled to revoke the relevant Notice of Conversion and/or Notice of Exercise by delivering a notice to such effect to the Company whereupon the Company and the Subscriber Subscribers shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion and/or Notice of Exercise. The Notice of Conversion and Preferred Stock and/or the Notice of Exercise and Warrant representing the portion of the Preferred Stock converted and/or Warrant exercised shall be delivered as follows: To the Company: Controller SGI International 0000 Xxxxxxxx XxxxxxnSTOR TECHNOLOGIES, Xxxxx INC. 000 Xx Xxxxxxx Xxxx. Xxxx Xxxx Xxxxx, XX 00000 Fax: (000) 000-0000 In the event that the Common Stock issuable upon conversion of the Preferred Stock and/or exercise of the Warrants is not delivered, as a direct result of delivered by the negligence or action or inaction of the Company onlyCompany, within five three (53) business days of receipt by the Company of a valid Notice of Conversion and the Preferred Stock to be converted and/or Notice of Exercise and Warrants Warrant to be exercised (such date of receipt referred to as the "Conversion Date" and/or "Exercise Date")exercised, the Company shall pay to the PurchaserSubscriber(s), in immediately available funds, upon demand, as liquidated damages for such failure and not as a penalty, for each $100,000 of Preferred Stock sought to be converted, $500 for each of the first ten (10) days and $1,000 per day thereafter that the Conversion Shares are not delivered, and for each thousand (1,000) shares of Common Stock sought to be exercised under the Warrant, $7.50 for each of the first ten (10) days and $15 per day thereafter that the shares of Common Stock underlying the Warrant are not delivered, which liquidated damages shall run from the sixth fourth business day after the Conversion Date and/or Exercise Date. Any and all payments required pursuant to this paragraph shall be payable only in shares of Common Stock and not in cash. The number of such shares shall be determined by dividing the total sum payable by the Conversion Price and/or Exercise Price.

Further Representations and Warranties of the Company. For so long as any Securities held by any of the Subscriber Subscribers remain outstanding, the Company acknowledges, represents, warrants and agrees as follows: (i) It will reserve from its authorized but unissued shares of Common Stock a sufficient number of shares of Common Stock to permit the conversion in full of all of the outstanding Securities. (ii) It will use its best efforts to maintain the listing of its Common Stock on either the OTC Bulletin BoardNasdaq Small Cap Stock Market or Nadsaq National Market, or the successors thereto. (iii) It will permit the Subscriber Subscribers to exercise its their right to convert the Preferred Stock and/or exercise the Warrants by telecopying an executed and completed Notice of Conversion and/or Notice of Exercise to the Company and delivering the original Notice of Conversion and/or original Notice of Exercise and the certificate representing the Preferred Stock and/or the original Warrant to the Company by express courier. Each business date on which a Notice of Conversion and/or Notice of Exercise is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a conversion date "Conversion Date" and/or exercise date"Exercise Date". The Company will use its best efforts to transmit the certificates representing shares of Common Stock issuable upon conversion of any Preferred Stock and/or exercise of any Warrants (together with the certificates representing the Preferred Stock not so converted) converted and/or Warrants not so exercised exercised) to the Subscriber via express courier, by electronic transfer or otherwise within three business days after the conversion Conversion Date and/or exercise date Exercise Date if the Company has received the original Notice of Conversion and Preferred Stock certificate being so converted and/or the original Notice of Exercise and Warrants Warrant being exercised by such date. In addition to any other remedies which may be available to the SubscriberSubscribers, in the event that the Company fails to use its best efforts to effect delivery of such shares of Common Stock within such three business day period, the Subscriber Subscribers will be entitled to revoke the relevant Notice of Conversion and/or Notice of Exercise by delivering a notice to such effect to the Company whereupon the Company and the Subscriber Subscribers shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion and/or Notice of Exercise. The Notice of Conversion and Preferred Stock and/or the Notice of Exercise and Warrant representing the portion of the Preferred Stock converted and/or Warrant exercised shall be delivered as follows: To the Company: Controller SGI International 0000 Xxxxxxxx XxxxxxSpatializer Audio Laboratories, Inc. 20700 Xxxxxxx Xxxxxxxxx, Xxxxx 000 Xx Xxxxxxxx Xxxxx, XX 00000 00000-0000 Fax: (000818) 000-0000 Attn: President In the event that the Common Stock issuable upon conversion of the Preferred Stock and/or exercise of the Warrants is not delivered, as a direct result of the negligence or action or inaction of the Company only, delivered within five (5) business days of receipt by the Company of a valid Notice of Conversion and the Preferred Stock to be converted and/or Notice of Exercise and Warrants Warrant to be exercised (such date of receipt referred to as the "Conversion Date" and/or "Exercise Date")exercised, the Company shall pay to the PurchaserSubscriber(s), in immediately available funds, upon demand, as liquidated damages for such failure and not as a penalty, for each $100,000 of Preferred Stock sought to be converted, $500 for each of the first ten (10) days and $1,000 per day thereafter that the Conversion Shares are not delivered, and for each thousand (1,000) shares of Common Stock sought to be exercised under the Warrant, $7.50 for each of the first ten (10) days and $15 per day thereafter that the shares of Common Stock underlying the Warrant are not delivered, which liquidated damages shall run from the sixth business day after the Conversion Date and/or Exercise Date. Any and all payments required pursuant to this paragraph shall be payable only in shares of Common Stock and not in cash. The number of such shares shall be determined by dividing the total sum payable by the Conversion Price and/or Exercise Price.Common

Further Representations and Warranties of the Company. For so long as any Securities held by any of the Subscriber Subscribers remain outstanding, the Company acknowledges, represents, warrants and agrees as follows: (i) It will reserve from its authorized but unissued shares of Common Stock a sufficient number of shares of Common Stock to permit the conversion in full of all of the outstanding Securities. (ii) It will use its best efforts to maintain the listing of its Common Stock on the OTC Bulletin Board. (iii) It will permit the Subscriber Subscribers to exercise its their right to convert the Preferred Stock Debentures and/or exercise the Warrants by telecopying an executed and completed Notice of Conversion and/or Notice of Exercise to the Company and delivering the -9- original Notice of Conversion and/or original Notice of Exercise and the certificate representing the Preferred Stock Debenture and/or the original Warrant to the Company by express courier. Each business date on which a Notice of Conversion and/or Notice of Exercise is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a conversion date "Conversion Date" and/or exercise date"Exercise Date". The Company will use its best efforts to transmit the certificates representing shares of Common Stock issuable upon conversion of any Preferred Stock Debenture and/or exercise of any Warrants (together with the certificates representing the Preferred Stock Debenture not so converted) converted and/or Warrants not so exercised exercised) to the Subscriber via express courier, by electronic transfer or otherwise otherwise, within three five (5) business days after the conversion Conversion Date and/or exercise date Exercise Date if the Company has received the original Notice of Conversion and Preferred Stock Debenture certificate being so converted and/or the original Notice of Exercise and Warrants Warrant being exercised by such datethe second business day after the Conversion Date or Exercise Date (as applicable). In addition to any other remedies which may be available to the SubscriberSubscribers, in the event that the Company fails to use its best efforts to effect delivery of such shares of Common Stock within such three five (5) business day period, the Subscriber Subscribers will be entitled to revoke the relevant Notice of Conversion and/or Notice of Exercise by delivering a notice to such effect to the Company whereupon the Company and the Subscriber Subscribers shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion and/or Notice of Exercise. The Notice of Conversion and Preferred Stock Debenture and/or the Notice of Exercise and Warrant representing the portion of the Preferred Stock Debenture converted and/or Warrant exercised shall be delivered as follows: To the Company: Controller SGI International 0000 Xxxxxxxx ConSyGen, Inc. 10201 South 51st Street, Suite 140 Xxxxxxx, Xxxxxxx 00000 Xxx: (002) 496-9889 Xxxx: Xxjesh Kapur, Chief Financial Officex with a copy to: Brown, Rudnick, Freed & Gesmer One Financial Center Xxxxxx, Xxxxx 000 Xx Xxxxx, XX 00000 FaxXxx: (000007) 000856-0000 In the event 8201 Xxxx: Xxhn G. Nossiff, Jr., Esq. Xx xxx xxxnt that the Common Stock issuable upon conversion of the Preferred Stock and/or exercise of the Warrants is not delivered, as a direct result of the negligence or action or inaction of delivered by the Company only, (or its transfer agent) within five (5) business days of receipt by after the Conversion Date and/or Exercise Date, and the Company of a valid has received the original Notice of Conversion and the Preferred Stock to be converted and/or Notice of Exercise and Warrants to be exercised (such date of receipt referred to as the "Conversion Date" and/or "Exercise Date")Debenture, the Company shall pay to the PurchaserSubscriber(s) (or Placement Agent), in immediately available funds, upon demand, as liquidated damages for such failure and not as a penalty, for each $100,000 of Preferred Stock Debenture sought to be converted, $500 50 for each of the first ten five (105) days and $1,000 100 per day thereafter that the -10- Conversion Shares are not delivered, and for each thousand (1,000) shares of Common Stock sought to be exercised under the Warrant, $7.50 for each of the first ten (10) days and $15 15.00 per day thereafter that the shares of Common Stock underlying the Warrant are not delivered, which liquidated damages shall run from the sixth business day after the Conversion Date and/or Exercise Date. Any and all payments required pursuant to this paragraph shall be payable only in shares of Common Stock and not in cash. The number of such shares shall be determined by dividing the total sum payable by the Conversion Price and/or Exercise Price.

Further Representations and Warranties of the Company. For so ----------------------------------------------------- long as any Securities held by the Subscriber remain outstanding, the Company acknowledges, represents, warrants and agrees as follows: (i) It will reserve from its authorized but unissued shares of Common Stock a sufficient number of shares of Common Stock to permit the conversion in full of the outstanding Securities. (ii) It will use its best efforts to maintain the listing of its Common Stock on the OTC Bulletin BoardNASDAQ National Market System. (iii) It will permit the Subscriber to exercise its right to convert the Preferred Stock and/or exercise the Warrants by telecopying an executed and completed Notice of Conversion and/or Notice of Exercise (Exhibit B annexed hereto) to the Company and delivering the original Notice of Conversion and/or original Notice of Exercise and the certificate representing the Preferred Stock and/or the original Warrant to the Company by express courier. Each business date on which a Notice of Conversion and/or Notice of Exercise is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a conversion date and/or exercise date. The Company will use its best efforts to transmit the certificates representing shares of Common Stock issuable upon conversion of any Preferred Stock and/or exercise of any Warrants (together with the certificates representing the Preferred Stock not so converted) and/or Warrants not so exercised to the Subscriber via express courier, by electronic transfer or otherwise within three business days after the conversion and/or exercise date if the Company has received the original Notice of Conversion and Preferred Stock certificate being so converted and/or original Notice of Exercise and Warrants by such date. In addition to any other remedies which may be available to the Subscriber, in the event that the Company fails to use its best efforts to effect delivery of such shares of Common Stock within such three business day period, the Subscriber will be entitled to revoke the relevant Notice of Conversion and/or Notice of Exercise by delivering a notice to such effect to the Company whereupon the Company and the Subscriber shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion and/or Notice of ExerciseConversion. The Notice of Conversion and Preferred Stock and/or the Notice of Exercise and Warrant representing the portion of the Preferred Stock Shares converted and/or Warrant exercised shall be delivered as follows: To the Company: Controller SGI International 0000 Xxxxxxxx XxxxxxConsilium, Inc. 000 Xxxxx 000 Xx Xxxxxx Mountain View, CA 94043 Attn: Xxxxxxx Xxxxx, XX 00000 Esq. Fax: (000) 000-0000 In the event that the Common Stock issuable upon conversion of the Preferred Stock and/or exercise of the Warrants is not delivered, as a direct result of the negligence or action or inaction of the Company only, within five ten (510) business days of receipt by the Company of a valid Conversion Notice of Conversion and the Preferred Stock to be converted and/or Notice of Exercise and Warrants to be exercised (such date of receipt referred to as the "Conversion Date" and/or "Exercise ), and (i) the closing price of the Common Stock of the Company on the NASDAQ National Market on the date the Common Stock issuable upon conversion of the Preferred Stock is delivered to the Purchaser (the "Delivery Date")) is lower than the Conversion Price, or (ii) the Delivery Date is not within fifteen (15) business days of the Conversion Date, the Company shall pay to the Purchaser, in immediately available funds, upon demand, as liquidated damages for such failure and not as a penalty, for each $100,000 of Preferred Stock sought to be converted, $500 for each of the first ten (10) days and $1,000 per day thereafter that the Conversion Shares are not delivered, and for each thousand (1,000) shares of Common Stock sought to be exercised under the Warrant, $7.50 for each of the first ten (10) days and $15 per day thereafter that the shares of Common Stock underlying the Warrant are not delivered, which liquidated damages shall run from the sixth tenth of fifteenth business day after the Conversion Date and/or Exercise Date. Any and all payments required pursuant to this paragraph shall be payable only in shares of Common Stock based on the average closing bid price for the five (5) trading days prior to the Conversion Date and not in cash. The number of such shares shall be determined by dividing the total sum payable by the Conversion Price and/or Exercise Price.

Further Representations and Warranties of the Company. For so long as any Securities held by the Subscriber remain outstanding, the Company acknowledges, represents, warrants and agrees as follows: (i) It will reserve from its authorized but unissued shares of Common Stock a sufficient number of shares of Common Stock to permit the conversion in full of the outstanding Securities. (ii) It will use its best efforts to maintain the listing of its Common Stock on the OTC Bulletin Board. (iii) It will permit the Subscriber to exercise its right to convert the Preferred Stock and/or exercise the Warrants by telecopying an executed and completed Notice of Conversion and/or Notice of Exercise to the Company and delivering the original Notice of Conversion and/or original Notice of Exercise and the certificate representing the Preferred Stock and/or the original Warrant to the Company by express courier. Each business date on which a Notice of Conversion and/or Notice of Exercise is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a conversion date and/or exercise date. The Company will use its best efforts to transmit the certificates representing shares of Common Stock issuable upon conversion of any Preferred Stock and/or exercise of any Warrants (together with the certificates representing the Preferred Stock not so converted) and/or Warrants not so exercised to the Subscriber via express courier, by electronic transfer or otherwise within three business days after the conversion and/or exercise date if the Company has received the original Notice of Conversion and Preferred Stock certificate being so converted and/or original Notice of Exercise and Warrants by such date. In addition to any other remedies which may be available to the Subscriber, in the event that the Company fails to use its best efforts to effect delivery of such shares of Common Stock within such three business day period, the Subscriber will be entitled to revoke the relevant Notice of Conversion and/or Notice of Exercise by delivering a notice to such effect to the Company whereupon the Company and the Subscriber shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion and/or Notice of Exercise. The Notice of Conversion and Preferred Stock and/or the Notice of Exercise and Warrant Warrants representing the portion of the Preferred Stock Shares converted and/or Warrant exercised shall be delivered as follows: To the Company: Controller SGI International 0000 Xxxxxxxx Xxxxxx, Xxxxx 000 Xx Xxxxx, XX 00000 Fax: (000) 000-0000 In the event that the Common Stock issuable upon conversion of the Preferred Stock and/or exercise of the Warrants is not delivered, as a direct result of the negligence or action or inaction of the Company only, within five (5) business days of receipt by the Company of a valid Notice of Conversion and the Preferred Stock to be converted and/or Notice of Exercise and Warrants to be exercised (such date of receipt referred to as the "Conversion Date" and/or "Exercise Date"), the Company shall pay to the Purchaser, in immediately available funds, upon demand, as liquidated damages for such failure and not as a penalty, for each $100,000 of Preferred Stock sought to be convertedconverted for each one thousand (1000) shares of Common Stock sought to be exercised under the Warrant, $500 for each of the first ten (10) days and $1,000 per day thereafter that the Conversion Underlying Shares are not delivered, and for each one thousand (1,0001000) shares of Common Stock sought to be exercised under the Warrant, $7.50 for each of the first ten (10) days and $15 per day thereafter that the shares of Common Stock underlying the Warrant Underlying Shares are not delivered, which liquidated damages shall run from the sixth business day after the Conversion Date and/or Exercise Date. Any and all payments required pursuant to this paragraph shall be payable only in shares of Common Stock and not in cash. The number of such shares shall be determined by dividing the total sum payable by the Conversion Price and/or Exercise Price.