Common use of Lapse in Effectiveness of Registration Statement Clause in Contracts

Lapse in Effectiveness of Registration Statement. In the event that the Registration Statement is filed and declared effective but, during the Registration Period, ceases to be effective or useable or the prospectus included in the Registration Statement (the "Prospectus", as amended or supplemented by any prospectus supplement and by all other amendments thereto and all material incorporated by reference in such Prospectus) ceases to be usable, in either case, in connection with resales of Registrable Shares, without such lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the Prospectus or a report filed with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such lapse, then the Company shall pay to each Purchaser liquidated damages (in addition to the rights and remedies available to each Purchaser under applicable law and this Agreement), for the period from and including the first day following the expiration of the Cure Period until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Registration Period expires, at a rate equal to one percent (1%) for each successive thirty-day period (or portion thereof) of the total purchase price of the Purchased Securities purchased by such Purchaser pursuant to this Agreement; provided, however, that in the case of any such successive period of less than thirty days, the additional liquidated damages shall be calculated on a pro rata basis based on the number of days actually elapsed in such period. Such liquidated damages shall be payable in cash at the end of such successive thirty-day period (or portion thereof).

Lapse in Effectiveness of Registration Statement. In the event that one or more Registration Statements covering all of the Registration Statement Registrable Shares is filed and declared effective but, during the Registration Period, ceases shall thereafter cease to be effective or useable or the prospectus included in the any such Registration Statement (the "“Prospectus"”, as amended or supplemented by any prospectus supplement and by all other amendments thereto and all material incorporated by reference in such Prospectus) ceases to be usable, in either case, in connection with resales of Registrable Shares, without such lapse being cured within ten (10) business days (the "“Cure Period"”) by a post-effective amendment to the such Registration Statement, Statement or a supplement to the Prospectus or a report filed with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act other action that cures such lapse, then the Company shall pay to each Purchaser that at the time of such lapse continues to hold Registrable Shares, liquidated damages (in addition to the rights and remedies available to each Purchaser under applicable law and this Agreement), in cash or shares of Common Stock at the option of the Company, for the period from and including the first day following the expiration of the Cure Period until, but excluding, the earlier of (1A) the date on which such failure is cured and (2B) the date on which the Registration Period expires, at a rate equal to one percent (1%) for each successive thirtypercent per month (pro rata on a 30-day period (or portion thereofbasis) of the total purchase price of the Purchased Securities purchased by such Purchaser that are held by such Purchaser at the time of such lapse pursuant to this Agreement; provided, however, that in Agreement up to a maximum of ten (10%) percent of the case total purchase price of any the Purchased Securities purchased by such successive period of less than thirty days, the additional liquidated damages shall be calculated on a pro rata basis based on the number of days actually elapsed in such periodPurchaser. Such liquidated damages shall be payable in cash at within ten (10) days of the end of such successive thirty-day period (or portion thereof)each one month anniversary of the expiration of the Cure Period.

Lapse in Effectiveness of Registration Statement. In Other than in the case of a Black Out, in the event that the Registration Statement is filed and declared effective but, during the Registration Period, ceases shall thereafter cease to be effective or useable or the prospectus included in the Registration Statement (the "“Prospectus"”, as amended or supplemented by any prospectus supplement and by all other amendments thereto and all material incorporated by reference in such Prospectus) ceases to be usable, in either case, in connection with resales of Registrable Shares, without such lapse being cured within ten (10) business days (the "“Cure Period"”) by a post-effective amendment to the Registration Statement, a supplement to the Prospectus or a report filed with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such lapse, then the Company shall pay to each Purchaser who at such time still owns Registrable Shares, other than in circumstances described in Section 5(c)(ii) and (iii) below, liquidated damages (in addition to the rights and remedies available to each Purchaser under applicable law and this Agreement)damages, for the period from and including the first day following the expiration of the Cure Period until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Registration Period expires, at a rate equal to one percent (1%) for each successive thirty-per annum (pro rata on a 365 day period (or portion thereofbasis) of the total purchase price of the Purchased Securities Shares purchased by such Purchaser pursuant to this Agreement; provided, however, that in Agreement and still owned by the case of any Purchaser at such successive period of less than thirty days, the additional liquidated damages shall be calculated on a pro rata basis based on the number of days actually elapsed in such periodtime. Such liquidated damages shall be payable monthly, at the election of the Company, (x) in cash at or (y) in that number of shares of Common Stock equal to the end amount owed to such Purchaser in liquidated damages under this Section 5(b)(ii) divided by the Per Share Price (rounding up to the nearest whole share); provided, however, that, without limiting the Company’s obligation to pay as set forth above, in no event shall the number of such successive thirty-day period (or portion thereof)shares of Common Stock issued pursuant to this Section 5(b) plus the number of Purchased Shares purchased pursuant to this Agreement exceed 19.99% of the Company’s issued and outstanding stock as of the date hereof.

Lapse in Effectiveness of Registration Statement. In the event that the Registration Statement is filed and declared effective but, during the Registration Period, the Registration Statement ceases to be effective or useable or the prospectus included in the Registration Statement (the "ProspectusPROSPECTUS", as amended or supplemented by any prospectus supplement and by all other amendments thereto and all material incorporated by reference in such Prospectus) ceases to be usable, in either case, in connection with resales of Registrable Shares, without such lapse being cured within ten (10) business days Business Days (the "Cure PeriodCURE PERIOD") by a post-effective amendment to the Registration Statement, a supplement to the Prospectus or a report filed with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such lapse, then the Company shall pay to each Purchaser liquidated damages (in addition to the rights and remedies available to each Purchaser under applicable law and this Agreement), for the period from and including the first day following the expiration of the Cure Period until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Registration Period expires, at a rate equal to one percent (1%) for each successive thirtyper month (pro rata on a 30-day period basis) of the total purchase price of the Purchased Securities purchased by such Purchaser and still held by such Purchaser pursuant to this Agreement, provided, however, that in no event shall the aggregate amount of all such liquidated damages payable pursuant to this subsection (or portion thereofii) and subsection (i) above exceed ten percent (10%) of the total purchase price of the Purchased Securities purchased by such Purchaser pursuant to this Agreement; provided, however, that in the case of any such successive period of less than thirty days, the additional liquidated damages shall be calculated on a pro rata basis based on the number of days actually elapsed in such period. Such liquidated damages shall be payable in cash at within ten (10) days of the end of such successive thirty-day period each one (or portion thereof)1) month anniversary of the expiration of the Cure Period.

Lapse in Effectiveness of Registration Statement. In the event that the Registration Statement is filed and declared effective but, during the Registration Period, the Registration Statement ceases to be effective or useable or the prospectus included in the Registration Statement (the "ProspectusPROSPECTUS", as amended or supplemented by any prospectus supplement and by all other amendments thereto and all material incorporated by reference in such Prospectus) ceases to be usable, in either case, in connection with resales of Registrable Shares, without such lapse being cured within ten (10) business days Business Days (the "Cure PeriodCURE PERIOD") by a post-effective amendment to the Registration Statement, a supplement to the Prospectus or a report filed with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such lapse, then the Company shall pay to each Purchaser liquidated damages (in addition to the rights and remedies available to each Purchaser under applicable law and this Agreement), for the period from and including the first day following the expiration of the Cure Period until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Registration Period expires, at a rate equal to one percent (1%) for each successive thirtyper month (pro rata on a 30-day period (or portion thereofbasis) of the total purchase price of the Purchased Securities Shares purchased and still held by such Purchaser pursuant to this Agreement; provided, however, that in the case of any such successive period of less than thirty days, the additional liquidated damages shall be calculated on a pro rata basis based on the number of days actually elapsed in such period. Such liquidated damages shall be payable in cash at within ten (10) days of the end of such successive thirty-day period each one (or portion thereof)1) month anniversary of the expiration of the Cure Period. Notwithstanding anything to the contrary herein, liquidated damages shall not be payable under this Section 6(c)(iii) by the Company as a result of any suspension by the Company of the use of the Prospectus pursuant to Section 6(c)(ii) hereof.

Lapse in Effectiveness of Registration Statement. In the event that one or more Registration Statements covering all of the Registration Statement Registrable Shares is filed and declared effective but, during the Registration Period, ceases shall thereafter cease to be effective or useable or the prospectus included in the any such Registration Statement (the "“Prospectus"”, as amended or supplemented by any prospectus supplement and by all other amendments thereto and all material incorporated by reference in such Prospectus) ceases to be usable, in either case, in connection with resales of Registrable Shares, without such lapse being cured within ten (10) business days (the "“Cure Period"”) by a post-effective amendment to the such Registration Statement, Statement or a supplement to the Prospectus or a report filed with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act other action that cures such lapse, then the Company shall pay to each Purchaser that at the time of such lapse continues to hold Registrable Shares, liquidated damages (in addition to the rights and remedies available to each Purchaser under applicable law and this Agreement), in cash for the period from and including the first day following the expiration of the Cure Period until, but excluding, the earlier of (1A) the date on which such failure is cured and (2B) the date on which the Registration Period expires, at a rate equal to one percent (1%) for each successive thirtypercent per month (pro rata on a 30-day period (or portion thereofbasis) of the total purchase price of the Purchased Securities purchased by such Purchaser that are held by such Purchaser at the time of such lapse pursuant to this Agreement; provided, however, that in Agreement up to a maximum of ten (10%) percent of the case total purchase price of any the Purchased Securities purchased by such successive period of less than thirty daysPurchaser. Notwithstanding anything herein to the contrary, the additional Company shall not be required to pay liquidated damages shall be calculated on a pro rata basis based on under this Section 5(c)(iii) for any portion of the number Registrable Securities that have been deregistered pursuant to the last sentence of days actually elapsed in such period. Such liquidated damages shall be payable in cash at the end Section 5(a)(iii) of such successive thirty-day period (or portion thereof)this Agreement.

Lapse in Effectiveness of Registration Statement. In the event that the Registration Statement is filed and declared effective but, during the Registration Period, ceases shall thereafter cease to be effective or useable or the prospectus included in the Registration Statement (the "Prospectus", as amended or supplemented by any prospectus supplement and by all other amendments thereto and all material incorporated by reference in such Prospectus) ceases to be usable, in either case, in connection with resales of Registrable Shares, without such lapse being cured within ten (10) 10 business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the Prospectus or a report filed with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act or other action that cures such lapse, then the Company shall pay to each Purchaser that at the time of such lapse continues to hold Registrable Securities, liquidated damages (in addition to the rights and remedies available to each Purchaser under applicable law and this Agreement), in cash or shares at the option of the Company, for the period from and including the first day following the expiration of the Cure Period until, but excluding, the earlier of (1A) the date on which such failure is cured and (2B) the date on which the Registration Period expires, at a rate equal to one percent per month (1%) for each successive thirtypro rata on a 30-day period (or portion thereofbasis) of the total purchase price of the Purchased Securities purchased by such Purchaser that are held by such Purchaser at the time of such lapse pursuant to this Agreement; provided, however, that in Agreement up to a maximum of 18% of the case total purchase price of any the Purchased Securities purchased by such successive period of less than thirty days, the additional liquidated damages shall be calculated on a pro rata basis based on the number of days actually elapsed in such periodPurchaser. Such liquidated damages shall be payable in cash at within ten days of the end of such successive thirty-day period (or portion thereof)each one month anniversary of the expiration of the Cure Period.

Lapse in Effectiveness of Registration Statement. In the event that the Registration Statement is filed and declared effective but, during the Registration Period, ceases shall thereafter cease to be effective or useable or the prospectus included in the Registration Statement (the "“Prospectus"”, as amended or supplemented by any prospectus supplement and by all other amendments thereto and all material incorporated by reference in such Prospectus) ), other than as permitted hereby, ceases to be usable, in either case, in connection with resales of Registrable Shares, without such lapse being cured within ten (10) business days (the "“Cure Period"”) by a post-effective amendment to the Registration Statement, a supplement to the Prospectus or Prospectus, a report filed with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such lapse, or by such other lawful means as may be available to the Company, then the Company shall pay to each Purchaser then listed as a selling stockholder in the Prospectus, liquidated damages (in addition to the rights and remedies available to each Purchaser under applicable law and this Agreement)damages, for the period from and including the first day following the expiration of the Cure Period until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Registration Period expires, at a rate equal to one percent 2.5% per month (1%pro rata on a thirty (30) for each successive thirty-day period (or portion thereofbasis) of the total purchase price of the Purchased Securities Shares purchased by such Purchaser pursuant to this Agreement; providedAgreement that are immediately prior to such lapse covered by the Registration Statement. Notwithstanding the foregoing provisions, howeverin no event shall the Company be obligated to pay such liquidated damages (a) to more than one Purchaser in respect of the same Purchased Securities for the same period of time or (b) for each of the first two (2) years following the Closing Date, in an annual aggregate amount that exceeds 18% of the purchase price paid by the Purchaser for the Shares provided that the penalty in the case second year shall reset at the one (1) year anniversary of any such successive period of less than thirty days, the additional liquidated damages shall be calculated on a pro rata basis based on date the number of days actually elapsed in such periodRegistration Delay occurred. Such liquidated damages shall be payable in cash at within ten (10) days of the end of each one (1) month anniversary of the expiration of the Cure Period. Such liquidated damages shall be the Purchaser’s sole monetary remedy for such successive thirty-day period lapse (unless such liquidated damages are disallowed, reduced or portion thereofnot permitted by applicable law). Nothing shall preclude a Purchaser from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement in accordance with applicable law. The parties agree that the liquidated damages provided for above constitute a reasonable estimate of the damages that may be incurred by holders of Purchased Shares in the circumstances set forth above in accordance with the provisions hereof.