Common use of Liquidated Damages for Non-Delivery of Certificates Clause in Contracts

Liquidated Damages for Non-Delivery of Certificates. In addition to the provisions of Section 5(d) above, the Company understands and agrees that a delay in the issuance of the Certificates beyond the Deadline will result in substantial economic loss and other damages to the Buyer. As partial compensation to the Buyer for such loss, the Company agrees to pay liquidated damages (and which the Company acknowledges is not a penalty) to the Buyer for issuance and delivery of the Certificates after the Deadline, in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond five (5) business days from the date of delivery by the Buyer to the Company of a facsimile Notice of Conversion (or, if later, from the date on which all other necessary documentation duly executed and in proper form required for conversion of Notes as described in this Agreement, including the original Notice of Conversion, all in accordance with this Agreement only if such necessary documentation has not been delivered to the Company within the two (2) business day period after the facsimile delivery to the Company of the Notice of Conversion required in this Agreement)): No. Business Days Late Liquidated Damages (in US$) 1 $300 2 $400 3 $500 4 $600 5 $700 6 $800 7 $900 8 $1,000 9 $1,000 10 $1,500 11+ $1,500 + $500 for each Business Day Late beyond 11 days The Company shall pay the Buyer any liquidated damages incurred as called for under this Section 5(e) by certified or cashier's check upon the earlier of (i) issuance of the Certificates to the Buyer or (ii) each monthly anniversary of the receipt by the Company of the Buyer's Notice of Conversion. Nothing herein shall limit the Buyer's right to pursue actual damages for the Company's failure to issue and deliver the Certificates to the Buyer in accordance with the terms of this Agreement or for breach by the Company of this Agreement.

Liquidated Damages for Non-Delivery of Certificates. In addition to the provisions of Section 5(d) above, the Company understands and agrees that a any delay in the issuance of the Certificates a certificate beyond the Deadline will result in substantial economic loss and other damages to the a Buyer. As partial compensation to the such Buyer for such loss, the Company agrees to pay liquidated damages (and which the Company acknowledges is not a penalty) to the any such Buyer for issuance and delivery of the Certificates certificate(s) after the Deadline, in accordance with the following schedule (where "No. of Business Days Late" is defined as the number of business days beyond five (5) business days from the date of delivery by the Buyer to the Company of a facsimile Notice of Exercise or Conversion (Notice, as the case may be, or, if later, from the date on which all other necessary documentation duly executed and in proper form required for the exercise of the Warrant or the conversion of Notes the Note, as described in this Agreementthe case may be, including has been delivered to the original Notice of ConversionCompany, all in accordance with this Agreement but only if such necessary documentation has not been delivered to the Company within the two five (25) business day period after the facsimile delivery to the Company of the Notice of Exercise or Conversion required in this Agreement)Notice, as the case may be): No. of Business Days Late Liquidated Damages (in US$) 1 $300 2 $400 3 $500 4 $600 5 $700 6 $800 7 $900 8 $1,000 9 $1,000 1,250 10 $1,500 11+ $1,500 1,750 + $500 1,000 for each Business Day Late beyond 11 days The Subject to such Buyer's right, in its sole discretion, to add accrued liquidated damages on to the principal amount of its Note (as provided in the Note), the Company shall pay the such Buyer any liquidated damages incurred as called for under this Section 5(e) by certified or cashier's check upon the earlier of (i) the issuance of the Certificates to the Buyer of the certificate(s) with respect to which the damages accrued or (ii) each monthly anniversary of the receipt by the Company of the Buyer's Notice of ConversionExercise or Conversion Notice, as the case may be. Nothing herein shall limit the a Buyer's right to pursue actual damages for the Company's failure to issue and deliver the Certificates certificates to the Buyer in accordance with the terms of this Agreement or for breach by the Company of this Agreement.

Liquidated Damages for Non-Delivery of Certificates. In addition to the provisions of Section 5(d) above, the Company understands and agrees that a any delay in the issuance of the Certificates certificates beyond the Deadline will result in substantial economic loss and other damages to the Buyer. As partial compensation to the Buyer for such loss, the Company agrees to pay liquidated damages (and which the Company acknowledges is not a penalty) to the Buyer for issuance and delivery of the Certificates certificates after the Deadline, in accordance with the following schedule (where "No. of Business Days Late" is defined as the number of business days beyond five three (53) business days from the date of delivery by the Buyer to the Company of a facsimile Notice of Conversion (Exercise or, if later, from the date on which all other necessary documentation duly executed and in proper form required for conversion exercise of Notes as described in this Agreement, including the original Notice of Conversion, all in accordance with this Agreement only if such necessary documentation Warrant has not been delivered to the Company within the two (2) business day period after the facsimile delivery to the Company of the Notice of Conversion required in this Agreement)): Company: No. of Business Days Late Liquidated Damages (in US$) -------------------- -------------------------------- 1 $300 2 $400 3 $500 4 $600 5 $700 6 $800 7 $900 8 $1,000 9 $1,000 1,250 10 $1,500 11+ $1,500 1,750 + $500 1,000 for each Business Day Late beyond 11 days The Subject to the Buyer's right, in its sole discretion, to add accrued liquidated damages on to the principal amount of the Note (as provided in the Note), the Company shall pay the Buyer any liquidated damages incurred as called for under this Section 5(e) by certified or cashier's check upon the earlier of (i) the issuance of the Certificates to the Buyer of the certificates with respect to which the damages accrued or (ii) each monthly anniversary of the receipt by the Company of the Buyer's Notice of ConversionExercise, as the case may be. Nothing herein shall limit the Buyer's right to pursue actual damages for the Company's failure to issue and deliver the Certificates certificates to the Buyer in accordance with the terms of this Agreement or for breach by the Company of this Agreement.

Liquidated Damages for Non-Delivery of Certificates. In addition to the provisions of Section 5(d) above, the Company understands and agrees that a any delay in the issuance of the Certificates certificates beyond the Deadline will result in substantial economic loss and other damages to each applicable Buyer; provided that during the Buyerresolution of any dispute under Section 2(e) of the Warrant, the Deadline as to those shares of Common Stock subject to such dispute shall be suspended. As partial compensation to the each such Buyer for such loss, the Company agrees to pay liquidated damages (and which the Company acknowledges is not a penalty) to the each such Buyer for issuance and delivery of the Certificates certificates after the Deadline, in accordance with the following schedule (where "No. of Business Days Late" is defined as the number of business days beyond five (5) business days from the date of delivery by the Buyer to the Company of a facsimile Notice of Conversion (Exercise or, if later, from the date on which all other necessary documentation duly executed and in proper form required for conversion exercise of Notes as described in this Agreementthe Warrant has been delivered to the Company, including the original Notice of Conversion, all in accordance with this Agreement but only if such necessary documentation has not been delivered to the Company within the two five (25) business day period after the facsimile delivery to the Company of the Notice of Conversion required in this Agreement)Exercise): No. of Business Days Late Liquidated Damages (in US$) ------------------------- --------------------------- 1 $300 2 $400 3 $500 4 $600 5 $700 6 $800 7 $900 8 $1,000 9 $1,000 1,250 10 $1,500 11+ $1,500 1,750 + $500 1,000 for each Business Day Late beyond 11 days The Subject to each Buyer's right, in his or its sole discretion, to add accrued liquidated damages on to the principal amount of his or its Note (as provided in the Note), the Company shall pay the applicable Buyer any liquidated damages incurred as called for under this Section 5(e) by certified or cashier's check upon the earlier of (i) the issuance to such Buyer of the Certificates certificates with respect to which the Buyer damages accrued or (ii) each monthly anniversary of the receipt by the Company of the such Buyer's Notice of ConversionExercise, as the case may be. Nothing herein shall limit the a Buyer's right to pursue actual damages for the Company's failure to issue and deliver the Certificates certificates to the Buyer in accordance with the terms of this Agreement or for breach by the Company of this Agreement.

Liquidated Damages for Non-Delivery of Certificates. In addition to the provisions of Section 5(d) above, the Company understands and agrees that a delay in the issuance of any of the Certificates beyond the Deadline will result in substantial economic loss and other damages to the Buyer. As partial compensation to the Buyer for such loss, the Company agrees to pay liquidated damages (and which the Company acknowledges is not a penalty) to the Buyer for issuance and delivery of the Certificates any Certificate after the Deadline, in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond five three (53) business days from the date of delivery by the Buyer to the Company of a facsimile Notice of Conversion (or, if later, from the date on which all other necessary documentation duly executed and in proper form required for conversion of Notes Preferred Stock as described in this Agreement, including the original Notice of Conversion, all in accordance with this Agreement only if such necessary documentation has not been delivered to the Company within the two (2) business day period after the facsimile delivery to the Company of the Notice of Conversion as required in this Agreement)): No. Business Days Late Liquidated Damages ---------------------- ------------------ (in US$) 1 $300 2 $400 3 $500 4 $600 5 $700 6 $800 7 $900 8 $1,000 9 $1,000 10 $1,500 11+ $1,500 + $500 for each Business Day Late beyond 11 days The Company shall pay the Buyer any liquidated damages incurred as called for under this Section 5(e) by certified or cashier's check upon the earlier of (i) issuance of the Certificates relevant Certificate(s) to the Buyer or (ii) each monthly anniversary of the receipt by the Company of the Buyer's Notice of Conversion. Nothing herein shall limit the Buyer's right to pursue actual damages for the Company's failure to issue and deliver the all Certificates to the Buyer in accordance with the terms of this Agreement or for breach by the Company of this Agreement. Notwithstanding anything in this Section 5(e) to the contrary, the Company shall not be responsible for liquidated damages as described in this Section 5(e) if a delay past a Deadline in delivery of Common Stock to the Buyer upon a conversion or exercise is solely due to the action (or omission to act) of the Escrow Agent (that is, if the Escrow Agent has in its possession a sufficient number of non-legended Escrow Shares to effect a conversion of Preferred Stock and/or an exercise of the Option, and there is no Company-caused delay involved in delivery by the Escrow Agent of the requisite number of Escrow Shares upon such conversion or exercise).

Liquidated Damages for Non-Delivery of Certificates. In addition to the provisions of Section 5(d) above, the Company understands and agrees that a any delay in the issuance delivery of the Certificates a certificate beyond the Deadline will result in substantial economic loss and other damages to the BuyerLender. As partial compensation to the Buyer for such loss, the Company agrees to pay liquidated damages (and which the Company acknowledges is are not a penalty) to the Buyer Lender for issuance and delivery of the Certificates certificate(s) after the Deadline, in accordance with the following schedule (where "“No. of Business Days Late" ” is defined as the number of business days beyond five (5) 15 business days from the date of delivery by the Buyer Lender to the Company of a facsimile Notice notice of Conversion (exercise or, if later, from the date on which all other necessary documentation duly executed and in proper form required for conversion the exercise of Notes as described in this Agreementthe Warrant has been delivered to the Company, including the original Notice of Conversion, all in accordance with this Agreement but only if such necessary documentation has not been delivered to the Company within the two (2) 15 business day period after the facsimile delivery to the Company of the Notice notice of Conversion required in this Agreement)exercise): No. of Business Days Late Liquidated Damages (in US$) 1 $300 2 $400 3 $500 4 $600 5 $700 6 $800 7 $900 8 $1,000 9 $1,000 1,250 10 $1,500 11+ $1,500 1,750 + $500 1,000 for each Business Day Late beyond 11 days The Subject to the Lender’s right, in its sole discretion, to add accrued liquidated damages on to the principal amount of one of the Notes (as provided in the Notes), the Company shall pay the Buyer Lender any liquidated damages incurred as called for under this Section 5(e) by certified or cashier's check in immediately available funds upon the earlier of (i) issuance the delivery to the Lender of the Certificates certificate(s) with respect to which the Buyer damages accrued or (ii) each monthly anniversary of the receipt by the Company of the Buyer's Notice Lender’s notice of Conversionexercise. Nothing herein shall limit the Buyer's Lender’s right to pursue actual damages for the Company's ’s failure to issue and deliver the Certificates certificates to the Buyer in accordance with the terms of this Agreement or for breach Lender by the Company of this AgreementDeadline.

Liquidated Damages for Non-Delivery of Certificates. In addition to --------------------------------------------------- the provisions of Section 5(d5(e) above, the Company understands and agrees that a any delay in the issuance of the Certificates certificates beyond the Deadline will result in substantial economic loss and other damages to the Buyer. As partial compensation to the Buyer for such loss, the Company agrees to pay liquidated damages (and which the Company acknowledges is not a penalty) to the Buyer for issuance and delivery of the Certificates certificates after the Deadline, in accordance with the following schedule (where "No. of Business Days Late" is defined as the number of business days beyond five (5) business days from the date of delivery by the Buyer to the Company of a facsimile Notice of Conversion (or Notice of Exercise or, if later, from the date on which all other necessary documentation duly executed and in proper form required for conversion of Notes as described in this Agreementthe Note or exercise of the Warrant has been delivered to the Company, including the original Notice of Conversion, all in accordance with this Agreement but only if such necessary documentation has not been delivered to the Company within the two three (23) business day period after the facsimile delivery to the Company of the Notice of Conversion or Notice of Exercise required in this Agreement)): No. of Business Days Late Liquidated Damages (in US$) ------------------------- --------------------------- 1 $300 2 $400 3 $500 4 $600 5 $700 6 $800 7 $900 8 $1,000 9 $1,000 1,250 10 $1,500 11+ $1,500 1,750 + $500 1,000 for each Business Day Late beyond 11 days The Subject to the Buyer's right, in its sole discretion, to add accrued liquidated damages on to the principal amount of the Note (as provided in the Note), the Company shall pay the Buyer any liquidated damages incurred as called for under this Section 5(e5(f) by certified or cashier's check upon the earlier of (i) the issuance of the Certificates to the Buyer of the certificates with respect to which the damages accrued or (ii) each monthly anniversary of the receipt by the Company of the Buyer's Notice of ConversionConversion or Notice of Exercise, as the case may be. Nothing herein shall limit the Buyer's right to pursue actual damages for the Company's failure to issue and deliver the Certificates certificates to the Buyer in accordance with the terms of this Agreement or for breach by the Company of this Agreement.

Liquidated Damages for Non-Delivery of Certificates. In addition to the provisions of Section 5(d) above, the Company understands and agrees that a any delay in the issuance of the Certificates certificates beyond the Deadline will result in substantial economic loss and other damages to each applicable Buyer; provided that during the Buyerresolution of any dispute under Section 2(e) of the Warrant, the deadline as to those shares of Common Stock subject to such dispute shall be suspended. As partial compensation to the each such Buyer for such loss, the Company agrees to pay liquidated damages (and which the Company acknowledges is not a penalty) to the each such Buyer for issuance and delivery of the Certificates certificates after the Deadline, in accordance with the following schedule (where "No. of Business Days Late" is defined as the number of business days beyond five (5) business days from the date of delivery by the Buyer to the Company of a facsimile Notice of Conversion (Exercise or, if later, from the date on which all other necessary documentation duly executed and in proper form required for conversion exercise of Notes as described in this Agreementthe Warrant has been delivered to the Company, including the original Notice of Conversion, all in accordance with this Agreement but only if such necessary documentation has not been delivered to the Company within the two five (25) business day period after the facsimile delivery to the Company of the Notice of Conversion required in this Agreement)Exercise): No. of Business Days Late Liquidated Damages (in US$) ------------------------- --------------------------- 1 $300 2 $400 3 $500 4 $600 5 $700 6 $800 7 $900 8 $1,000 9 $1,000 1,250 10 $1,500 11+ $1,500 1,750 + $500 1,000 for each Business Day Late beyond 11 days The Subject to each Buyer's right, in its sole discretion, to add accrued liquidated damages on to the principal amount of its Note (as provided in the Note), the Company shall pay the applicable Buyer any liquidated damages incurred as called for under this Section 5(e) by certified or cashier's check upon the earlier of (i) the issuance to such Buyer of the Certificates certificates with respect to which the Buyer damages accrued or (ii) each monthly anniversary of the receipt by the Company of the such Buyer's Notice of ConversionExercise, as the case may be. Nothing herein shall limit the a Buyer's right to pursue actual damages for the Company's failure to issue and deliver the Certificates certificates to the Buyer in accordance with the terms of this Agreement or for breach by the Company of this Agreement.

Liquidated Damages for Non-Delivery of Certificates. In addition to the provisions of Section 5(d) above, the Company understands and agrees that a delay in the issuance of any of the Certificates beyond the Deadline will result in substantial economic loss and other damages to the Buyer. As partial compensation to the Buyer for such loss, the Company agrees to pay liquidated damages (and which the Company acknowledges is not a penalty) to the Buyer for issuance and delivery of the Certificates any Certificate after the Deadline, in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond five (5) business days from the date of delivery by the Buyer to the Company of a facsimile Notice of Conversion (or, if later, from the date on which all other necessary documentation duly executed and in proper form required for conversion of Notes as described in this Agreement, including the original Notice of Conversion, all in accordance with this Agreement only if such necessary documentation has not been delivered to the Company within the two (2) business day period after the facsimile delivery to the Company of the Notice of Conversion required in this Agreement)): : No. Business Days Late Liquidated Damages (in US$) 1 $300 2 $400 3 $500 4 $600 5 $700 6 $800 7 $900 8 $1,000 9 $1,000 10 $1,500 11+ 11 $1,500 + $500 for each Business Day Late beyond 11 days The Company shall pay the Buyer any liquidated damages incurred as called for under this Section 5(e) by certified or cashier's check upon the earlier of (i) issuance of the Certificates relevant Certificate(s) to the Buyer or (ii) each monthly anniversary of the receipt by the Company of the Buyer's Notice of Conversion. Nothing herein shall limit the Buyer's right to pursue actual damages for the Company's failure to issue and deliver the all Certificates to the Buyer in accordance with the terms of this Agreement or for breach by the Company of this Agreement. Notwithstanding anything in this Section 5(e) to the contrary, the Company shall not be responsible for liquidated damages as described in this Section 5(e) if a delay past a Deadline in delivery of Common Stock to the Buyer upon a conversion or exercise is solely due to the action (or omission to act) of a person other than the Company or another person acting or purporting to act on behalf of the Company (including without limitation the Company's transfer agent) other than the Buyer or its agents (a "Delay Person") (that is, if the Escrow Agent has in its possession a sufficient number of non-legended Escrow Shares to effect a conversion of Preferred Stock and/or an exercise of the Option, and there is no delay past a Deadline caused by a Delay Person, then the Company shall not be responsible for liquidated damages as described in this Section 5(e)).