Common use of Non-Registration Events Clause in Contracts

Non-Registration Events. The Company and the Subscriber agree that the Seller will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above is not filed within 30 days after written request by the Holder and not declared effective by the Commission within 90 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv)), and maintained in the manner and within the time periods contemplated by Section 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or not declared effective on or before the sooner of the Effective Date, or within five business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 10.1(iv) will not be reviewed, or (iii) any registration statement described in Sections 10.1(i), 10.1(ii) or 10.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 10.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, the Company shall pay, at the Subscriber's option, in cash or stock at the applicable Conversion Price, as Liquidated Damages to each holder of any Registrable Securities an amount equal to two percent (2%) per month or part thereof during the pendency of such Non-Registration Event, of the principal of the Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 10.4 shall be due and payable within five (5) business days after demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the Holder pursuant to Section 9.2 of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 125% of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale in an effective registration statement.

Non-Registration Events. The Company and the Subscriber Purchaser agree that the Seller will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii9.1(a) above is not filed within 30 days after written request by the Holder holder and not declared effective by the Commission SEC within 90 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 9 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i) or 10.1(iiSection 9.1(a) is not filed within 30 days of such written request, or is not declared effective by the Commission SEC on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form as described in Section 10.1(iv9.1(d) is not filed on or before the Filing Date or not declared effective on or before the sooner of the Effective Date, or within five business days of receipt by the Company of a written or oral communication from the Commission SEC that the registration statement described in Section 10.1(iv9.1(d) will not be reviewed, or (iii) any registration statement described in Sections 10.1(i), 10.1(iiSection 9.1(a) or 10.1(iv(d) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 10.4 9.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, (i) the Company shall pay, at the Subscriber's option, pay in cash or stock at the applicable Conversion Price, as Liquidated Damages to each holder of any Registrable Securities an amount equal to two percent (2%) per month or part thereof during the pendency of such Non-Registration Event, Event of the principal of the Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration EventEvent and (ii) the Conversion Price as defined in Section 2.1 of the Notes shall be reduced by 10% for each 30-day period following the Effective Date that the Registration Statement is not declared effective by the SEC. Payments to be made pursuant to this Section 10.4 shall be due and payable within five (5) business days after immediately upon demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the Holder holder pursuant to Section 9.2 8.2 of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 9.4 shall no longer accrue on the portion of the Purchase Price purchase price underlying the Mandatory Redemption Payment, from and after the date the Holder holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note to the extent that all the Common Stock included in the Registrable Securities and underlying the Securities is outstanding, there is less than 125% of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale not included in an effective registration statementstatement as of and after the Effective Date at the conversion prices in effect from and after the Effective Date.

Non-Registration Events. The Company and the Subscriber agree agrees that the Seller Sellers will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above the Registration Statement is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission within 90 sixty (60) days after the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within ninety (90) days after written request and declared effective by the Commission within one hundred eighty (180 ) days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or Date, (B) the Registration Statement is not declared effective on or before the sooner of sixty (60) days after the Effective Date, (C) due to the intentional action or inaction of the Company the Registration Statement is not declared effective within five (5) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Section 10.1(iv11.1(i) will or 11.1(ii) is not be reviewedfiled within ninety (90) days after such written request, or is not declared effective within one hundred eighty (180) days after such written request, or (iiiE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within thirty (30) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 sixty (60) days in the aggregate per year but not more than 20 consecutive calendar days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effectiveActual Effective Date) (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 10.4 11.4 is referred to herein as a "“Non-Registration Event"”), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at pay to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as “Liquidated Damages to each holder of any Registrable Securities Damages”, an amount equal to two one percent (21%) per month for each thirty (30) days (or part thereof during the pendency such lesser pro-rata amount for any period of such Non-Registration Event, less than thirty (30) days) of the principal lesser of the Notes (i) purchase price of the outstanding Preferred Stock and (ii) purchase price of the Conversion Shares and Warrant Shares issued in connection with the Offering, whether or not converted, then owned upon conversion of record Preferred Stock and exercise (but excluding cashless exercise) of Warrants held by such holder or issuable as of or subsequent Subscribers which are subject to the occurrence of such Non-Registration Event. Payments to The Company may pay the Liquidated Damages in cash or securities. The Liquidated Damages must be made pursuant to this Section 10.4 shall be due and payable paid within five ten (510) business days after demand in immediately available fundsthe end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Company by Commission relating to a registration statement must be responded to within twenty (20) business days after receipt of comments from the Holder pursuant Commission. Failure to Section 9.2 of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed timely respond to Commission comments is a Non-Registration Event if for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at any time a Note is outstandingthe same rate and amounts set forth above, there is less than 125% calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without volume limitations or other restrictions pursuant to Section 144(b)(1)(i) of the 0000 Xxx. The Company shall not be liable for Liquidated Damages under this Agreement as to any Registrable Securities which are not permitted by the Commission to be included in a Registration Statement due solely to Commission guidance from the time that it is determined that such Registrable Securities are not permitted to be registered until such time as the provisions of this Agreement as to the Registration Statements required to be filed hereunder are triggered, in which case the provisions of this Section 11.4 shall once again apply. In such case, the Liquidated Damages shall be calculated to only apply to the percentage of Registrable Securities which are permitted in accordance with Commission guidance to be included in such Registration Statement. The Company may require, from time to time, information by a holder of the Securities that is necessary to complete the Registration Statement in accordance with the requirements of the 1933. In the event of the failure by such holder to comply with the Company’s request within seven (7) business days from the date of such request, the Company shall be permitted to exclude such holder from a Registration Statement without being subject to the payment of any amount of Common Shares necessary Liquidated Damages to allow full conversion of such Note at holder. At such time that such holder complies with the then applicable Conversion Price registered for unrestricted resale Company’s request, the Company shall use its reasonable best efforts to include such holder in an effective registration statementthe Registration Statement.

Non-Registration Events. The Company and the Subscriber agree agrees that the Seller Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 10.1(i11.1(i) or 10.1(ii11.1(ii) above is not filed within 30 60 days after written request by the Holder and not declared effective by the Commission within 90 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or Date, (B) the Registration Statement is not declared effective on or before the sooner of the required Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within five three (3) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Section 10.1(ivSections 11.1(i) will or 11.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 90 days after such written request, or (iiiE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within twenty-five (25) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 forty (45) days in the aggregate per year but not more than 20 consecutive calendar days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), A) through (ii) and (iiiE) of this Section 10.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two one and one-half percent (21.5%) per month for each thirty (30) days (or part thereof during the pendency such lesser pro-rata amount for any period of such Non-Registration Event, less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, and Warrant Shares issued in connection with the Offering, whether or not converted, then owned upon conversion of record Notes and exercise of Warrants held by such holder or issuable as of or subsequent Subscriber which are subject to the occurrence of such Non-Registration Event. Payments to The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be made pursuant to this Section 10.4 shall be due and payable paid within five ten (510) business days after demand in immediately available fundsthe end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Company by Commission relating to the Holder pursuant Registration Statement must be satisfactorily responded to Section 9.2 within ten (10) business days after receipt of this Subscription Agreement, then comments from the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption PaymentCommission. It shall also be deemed Failure to timely respond to Commission comments is a Non-Registration Event if at any time a Note is outstanding, there is less than 125% for which Liquidated Damages shall accrue and be payable by the Company to the holders of the amount of Common Shares necessary to allow full conversion of such Note Registrable Securities at the then applicable Conversion Price registered for unrestricted resale in an effective registration statementsame rate and amounts set forth above calculated from the date the response was required to have been made.

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii11.1(iv) above is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv11.1(iv) is not filed on or before the Filing Date or is not declared effective on or before the sooner of the Effective Date, or within five three (3) business days of receipt by the Company of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (ii) if the registration statement described in Section 10.1(ivSections 11.1(i) will or 11.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iii) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not or more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 10.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to one percent (1%) for the first thirty days or part thereof, and two percent (2%) per month for each thirty days or part thereof thereafter, of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares and Finder's Shares valued at a purchase price equal to the Finder's Fee, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event, of the principal of the Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent Event which are subject to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 10.4 11.4 shall be payable in cash and due and payable within five ten (510) business days after demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the Holder pursuant to Section 9.2 end of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 125% of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale in an effective registration statementeach thirty (30) day period or part thereof.

Non-Registration Events. The Company and the Subscriber agree agrees that the Seller Sellers will suffer damages if any the registration statement required under Section 10.1(i) or 10.1(ii) above is not filed within 30 days after written request by the Holder and not declared effective by the Commission within 90 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv)), and maintained in the manner and within the time periods contemplated by Section 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior by the dates described herein and accordingly, if (A) due to the date that is 90 days after such request, action or (ii) inaction of the Company a registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or not declared effective on or before the sooner of the Effective Date, or within five business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement will not be reviewed or that the Commission has no further comments, (B) if the registration statement described in Section 10.1(iv11.1(i) will or 11.1(ii) is not be reviewedfiled within sixty (60) days after such written request, or is not declared effective within one hundred and twenty (iii120) days after the filing of the registration statement or (C) any registration statement described in Sections 10.1(i), 10.1(ii11.1(i) or 10.1(iv11.1(ii) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within twenty-two (22) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 forty (45) days in the aggregate per year but not more than 20 consecutive calendar days (defined as a every rolling period of 365 three hundred and sixty-five (365) consecutive days commencing on the date the Registration Statement is declared effectiveeffective date) (each such event referred to in clauses (i), (ii) and (iii) of this Section 10.4 is referred to herein as shall be a "“Non-Registration Event"”), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at pay to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two percent (2%) per month for each thirty (30) days (or part thereof during the pendency such lesser pro-rata amount for any period of such Non-Registration Event, less than thirty (30) days) of the principal amount of the outstanding New Notes and purchase price of Conversion Shares issued in connection with the Offering, whether or not converted, then owned upon conversion of record New Notes held by such holder or issuable as of or subsequent Subscribers which are subject to the occurrence of such Non-Registration Event. Payments to The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be made pursuant to this Section 10.4 shall be due and payable paid within five ten (510) business days after demand in immediately available fundsthe end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment registration statement is demanded filed but is withdrawn prior to being declared effective by the Commission, then such registration statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Company by Commission relating to a registration statement must be responded to within fifteen (15) business days after receipt of comments from the Holder pursuant Commission. Failure to Section 9.2 of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed timely respond to Commission comments is a Non-Registration Event if for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at any time a Note is outstanding, there is less than 125% the same rate and amounts set forth above calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without volume limitations or other restrictions pursuant to Section 144(b)(1)(i) of the amount of Common Shares necessary 1933 Act. Notwithstanding anything to allow full conversion the contrary herein, the no Liquidated Damages will be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not have to pay Liquidated Damages as the result of such Note at the then applicable Conversion Price registered for unrestricted resale in an effective registration statementcutback.

Non-Registration Events. The Company and the Subscriber agree that the Seller will suffer damages if any registration statement required under Section 10.1(i) or 10.1(iiSECTION 10.1(I) above is not filed within 30 sixty (60) days after written request by the Holder and not declared effective by the Commission within 90 one hundred twenty (120) days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement registration statement on Form SB-2 or such other form described in to be filed pursuant to Section 10.1(iv10.1(ii)), and maintained in the manner and within the time periods contemplated by Section SECTION 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement registration statement described in Sections SECTIONS 10.1(i) or 10.1(ii) is not filed within 30 sixty (60) days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 one hundred twenty (120) days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or not declared effective on or before the sooner of the Effective Date, or within five business (5) days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 10.1(ivSECTION 10.1(ii) will not be reviewed, reviewed or (iii) any registration statement described in Sections SECTIONS 10.1(i), 10.1(ii) or 10.1(iv10.1(ii) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 thirty (30) days in the aggregate per year but not more than 20 twenty (20) consecutive calendar days (defined as a period of 365 three hundred sixty-five (365) days commencing on the date the Registration Statement registration statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section SECTION 10.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, the Company shall pay, at the Subscriber's option, pay in cash or stock at the applicable Conversion Price, as Liquidated Damages liquidated damages to each holder of any Registrable Securities an amount equal to two percent 1% per thirty (2%30) per month days for the first thirty (30) days or part thereof and 2% for each thirty (30) days or part thereof, thereafter, during the pendency of such Non-Registration Event, of the principal of the Notes issued in connection with the OfferingNote issued, whether or not converted, then converted owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 10.4 shall be due and payable within five (5) business immediately upon demand in restricted common stock of the Company at a per share value equal to the trading price of the Company's Common Stock on the trading day preceding the date such common stock is transmitted to Subscriber. It shall not be deemed an Event of Default pursuant to Article 3 of the Note in connection with a Non-Registration Event relating to the Effective Date unless such Non-Registration Event has occurred and is continuing as of or after 181 days after demand in immediately available fundsthe Closing Date. In the event a Mandatory Redemption Payment is demanded from the Company by the Holder pursuant to Section SECTION 9.2 of this Subscription Agreement, then the Liquidated Damages liquidated damages described in this Section SECTION 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 125to the extent that an amount equal to 120% of all the amount of Common Shares necessary to allow full conversion of such Note at Stock underlying the then applicable Conversion Price registered for unrestricted resale Registrable Securities is not included in an effective registration statementstatement as of and at any time after forty-five (45) days after the Effective Date, at the Conversion Prices in effect from and after the Effective Date.

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above the Registration Statement is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, or (C) if the Registration Statement is not declared effective within five (5) business days of after receipt by the Company of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Section 10.1(ivSections 11.1(i) will or 11.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effectivestatement) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses (i), A) through (ii) and (iiiE) of this Section 10.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two percent (2%) per month for each thirty (30) days or part thereof during the pendency of such Non-Registration Eventthereof, of the principal Purchase Price of the Notes remaining unconverted and purchase price of Shares issued in connection with upon conversion of the Offering, whether or not converted, then Notes owned of record by such holder or issuable as of or subsequent which are subject to the occurrence of such Non-Registration Event. Payments The Company must pay the Liquidated Damages in cash or an amount equal to be made pursuant to this Section 10.4 two hundred percent of such cash Liquidated Damages if paid in additional shares of registered unlegended free-trading shares of Common Stock. Such Common Stock shall be due and payable valued at the Conversion Price in effect on each 30th day or shorter period for which Liquidated Damages are payable. The Liquidated Damages must be paid within five ten (510) business days after demand the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. The Company must pay the Liquidated Damages in immediately available fundscash within ten (10) days after the end of each thirty (30) day period or shorter part for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded from the Company filed by the Holder pursuant Filing Date but is withdrawn prior to Section 9.2 of this Subscription Agreementbeing declared effective by the Commission, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Paymentsuch Registration Statement will be deemed to have not been filed. It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less after the Actual Effective Date the Company has registered for unrestricted resale on behalf of the Subscriber fewer than 125% of the amount of Common Shares necessary to allow issuable upon full conversion of such Note all sums due under the Notes and 100% of the Warrant Shares issuable upon exercise of the Warrants. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of the comments from the Commission. Failure to timely respond is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the then applicable Conversion Price registered same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for unrestricted resale any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in an effective registration statementthis Agreement. Liquidated Damages will not accrue or be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 10.1(i) or 10.1(ii) above is not filed within 30 60 days after written request by the Holder and not declared effective by the Commission within 90 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or Date, (ii) is not declared effective on or before the sooner of the Effective Date, or within five three (3) business days of receipt by the Company of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (iii) if the registration statement described in Section 10.1(ivSections 10.1(i) will or 10.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiiv) any registration statement described in Sections 10.1(i), 10.1(ii) or 10.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effectivestatement) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses (i), (ii), (iii) and (iiiiv) of this Section 10.4 is referred to herein ____ as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities liquidated damages, an amount equal to two percent (2%) per month pro rated on a daily basis for each thirty days or part thereof during of the pendency of such Non-Registration Event, Event of the principal Purchase Price of the Notes issued in connection with the Offering, whether or not converted, then Shares owned of record by such holder or issuable as which are subject to such Non-Registration Event in connection with a Non Registration Event described in Section 10.4(i) and 10.4(iv) above. Liquidated damages payable in connection with an Effective Date related Non Registration Event described in Section 10.4(ii) and 10.4(iii) above will accrue at the rate of or subsequent to one and one half percent (1.5%) pro rated on a daily basis for the occurrence first sixty (60) days of such Non-Registration Event and thereafter for each thirty days at the rate of two percent (2%) pro rated on a daily basis. Liquidated damages that may accrue pursuant to Section 10.4(i) shall cease to accrue pursuant to Section 10.4(i) from the earliest date upon which liquidated damages begin to accrue as a result of any other Non-Registration Event. Payments The Company must pay the liquidated damages in cash within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which liquidated damages are payable. Liquidated damages will not be payable to be made a Subscriber in connection with the Non-Registration Event caused exclusively and solely by the failure of such Subscriber to timely provide the information required by Section 8.2. Subscribers who timely provide the information required pursuant to this Section 10.4 8.2 hereof shall be due and payable within five (5) business days after demand in immediately available fundsentitled to liquidated damages regardless of a default by any other Subscriber or Subscribers. In the event a Mandatory Redemption Payment Registration Statement is demanded filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Company by Commission relating to the Holder pursuant Registration Statement must be responded to Section 9.2 of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Paymentwithin fifteen (15) business days. It shall also be deemed Failure to timely respond is a Non-Registration Event if for which liquidated damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 10.4 for any time events or delays occurring as a Note is outstanding, there is less than 125% consequence of the amount acts or omissions of Common Shares necessary the Subscribers contrary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale obligations undertaken by Subscribers in an effective registration statementthis Agreement.

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above Registration Statement is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 150 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the any Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company any Registration Statement is not declared effective within five business days of three (3) Business Days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Section 10.1(ivSections 11.1(i) will or 11.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 150 days after such written request, or (iiiE) any registration statement described in Sections 10.1(i), 10.1(ii) or 10.1(iv) 11.1 is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within twenty (20) Business Days by an additional registration statement filed and declared effective) effective replacement or amended Registration Statement or for a period of time which shall exceed 30 forty-five (45) days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 10.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two percent (2%) per month for each thirty (30) days or part thereof during the pendency of such Non-Registration Event, of the principal Aggregate Principal Amount of the Notes remaining unconverted and purchase price of Shares issued in connection with upon conversion of the Offering, whether or not converted, then Notes and exercise of the Warrants owned of record by such holder or issuable as of or subsequent which are subject to the occurrence of such Non-Registration Event. Payments to The Company must pay the Liquidated Damages in cash or provided delivery is timely, at the Company’s election, with registered shares of Common Stock valued at 75% of the average of the closing bid prices of the Common Stock as reported by Bloomberg L.P. for the Principal Market for the five trading days preceding each thirty day or shorter period for which liquidated damages are payable. The Liquidated Damages must be made pursuant to this Section 10.4 shall be due and payable paid within five ten (510) business days after demand in immediately available fundsthe end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Company by Commission relating to the Holder pursuant Registration Statement must be satisfactorily responded to Section 9.2 within ten (10) Business Days after receipt of this Subscription Agreement, then comments from the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption PaymentCommission. It shall also be deemed Failure to timely respond to Commission comments is a Non-Registration Event if for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any time events or delays occurring as a Note is outstanding, there is less than 125% consequence of the amount acts or omissions of Common Shares necessary the Subscribers contrary to allow full conversion the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act. In the event a Non-Registration Event occurs as described in Section 11.4(B) above, then Liquidated Damages shall accrue and be payable in connection with such Note at Non-Registration Event as of and after the then applicable Conversion Price registered for unrestricted resale in an effective registration statement120th day after the Closing Date.

Non-Registration Events. The Company and the Subscriber agree that the Seller will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above is not filed within 30 60 days after written request by the Holder and not declared effective by the Commission within 90 150 days after such request ([or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))], and maintained in the manner and within the time periods contemplated by Section 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 60 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 150 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or not declared effective on or before the sooner of the Effective Date, or within five business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 10.1(iv) will not be reviewed, or (iii) any registration statement described in Sections 10.1(i), 10.1(ii) or 10.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 10.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Non- Registration Event shall continue, the Company shall pay, at the Subscriber's option, in cash or stock at the applicable Conversion Price, as Liquidated Damages to each holder of any Registrable Securities an amount equal to two percent (2%) percent per month or part thereof during the pendency of such Non-Non- Registration Event, of the principal of the Notes issued in connection with the Initial Offering, whether or not converted, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Non- Registration Event. Payments to be made pursuant to this Section 10.4 shall be due and payable within five (5) business days after demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the Holder pursuant to Section 9.2 of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Non- Registration Event if at any time a Note is outstanding, there is less than 125% of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale in an effective registration statement.

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above the Registration Statement is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission within 90 days after such request (or by the Filing Date and Effective Date, respectively, in reference to and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after Company receipt of written request and declared effective by the Registration Statement on Form SB-2 or Commission within 120 days after Company receipt of such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within five three (3) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Section 10.1(ivSections 11.1(i) will or 11.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 20 business days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 10.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal calculated on a daily basis at a rate equivalent to two percent (2%) per month for each thirty (30) days or part thereof during the pendency of such Non-Registration Event, of the principal Purchase Price of the Notes remaining unconverted and purchase price of Shares issued in connection with upon conversion of the Offering, whether or not converted, then Notes owned of record by such holder or issuable as of or subsequent which are subject to the occurrence of such Non-Registration Event. Payments to The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be made pursuant to this Section 10.4 shall be due and payable paid within five ten (510) business days after demand in immediately available fundsthe end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Company by Commission relating to the Holder pursuant Registration Statement must be satisfactorily responded to Section 9.2 within ten (10) business days for non-accounting comments and within twenty (20) business days for accounting comments after receipt of this Subscription Agreement, then comments from the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption PaymentCommission. It shall also be deemed Failure to timely respond to Commission comments is a Non-Registration Event if for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding anything else in this Section 11.4, the Company shall not be liable to the Subscriber under this Section 11.4 for any time events or delays occurring as a Note is outstanding, there is less than 125% consequence of the amount acts or omissions of Common Shares necessary the Subscribers contrary to allow full conversion the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of such Note at Registrable Securities pursuant to Rule 144(k) under the then applicable Conversion Price registered for unrestricted resale in an effective registration statement1933 Act.

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii11.1(iv) above is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv11.1(iv) is not filed on or before the Filing Date or is not declared effective on or before the sooner of the Effective Date, or within five ten (10) business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 10.1(iv11.1(iv) will not be reviewed, (ii) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iii) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not or more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 10.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two percent (2%) per month for each thirty days or part thereof thereof, of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event, of the principal of the Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent Event which are subject to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 10.4 11.4 shall be payable in cash and due and payable within five ten (510) business days after demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the Holder pursuant to Section 9.2 end of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 125% of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale in an effective registration statementeach thirty (30) day period or part thereof.

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii11.1(iv) above is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 S-3 or such other form described in Section 10.1(iv11.1(iv) is not filed on or before the Filing Date or is not declared effective on or before the sooner of the Effective Date, or within five ten (10) business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 10.1(iv11.1(iv) will not be reviewed, (ii) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iii) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not or more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 10.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two percent (2%) per month for each thirty days or part thereof, of the greater of the (i) market value based on the average of the Closing Prices, or (ii) Purchase Price of the Shares; and actually paid "Purchase Price" (as defined in the Warrants) issued or issuable upon exercise of the Warrants, for each thirty (30) days or part thereof during the pendency of such Non-Registration Event, of for the principal of the Notes issued in connection with the Offering, whether or not converted, then Registrable Securities owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration EventEvent during each such thirty (30) day period or part thereof. Payments to be made pursuant to this Section 10.4 11.4 shall be payable in cash and due and payable within five ten (510) business days after demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the Holder pursuant to Section 9.2 end of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 125% of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale in an effective registration statementeach thirty (30) day period or part thereof.

Non-Registration Events. The Company and the Subscriber agree agrees that the Seller Sellers will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above the Registration Statement is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or Date, (B) the Registration Statement is not declared effective on or before the sooner of the required Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within five three (3) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Section 10.1(ivSections 11.1(i) will or 11.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within twenty-five (25) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 forty (45) days in the aggregate per year but not more than 20 consecutive calendar days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effectiveActual Effective Date) (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 10.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two one percent (21%) per month for each thirty (30) days (or part thereof during such lesser pro-rata amount for any period of less than thirty (30) days) of the pendency principal amount of the outstanding Notes and purchase price of Shares and Warrant Shares issued upon conversion of Notes and exercise (but excluding cashless exercise) of Warrants held by Subscriber which are subject to such Non-Registration Event, subject to a cap of fifteen percent (15%) in the principal of aggregate. The Company must pay the Notes issued Liquidated Damages in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Eventcash. Payments to The Liquidated Damages must be made pursuant to this Section 10.4 shall be due and payable paid within five ten (510) business days after demand in immediately available fundsthe end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Company by Commission relating to a registration statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Holder pursuant Commission. Failure to Section 9.2 of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed timely respond to Commission comments is a Non-Registration Event if for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at any time a Note is outstanding, there is less than 125% the same rate and amounts set forth above calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without restriction pursuant to Section 144(b)(1)(i) of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale in an effective registration statement1933 Act.

Non-Registration Events. The Company and the Subscriber agree agrees that the Seller Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 10.1(i11.1(i) or 10.1(ii11.1(ii) above is not filed within 30 60 days after written request by the Holder and not declared effective by the Commission within 90 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or Date, (B) the Registration Statement is not declared effective on or before the sooner of the required Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within five three (3) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Section 10.1(iv11.1(i) will or 11.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within twenty-five (25) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 forty (45) days in the aggregate per year but not more than 20 consecutive calendar days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effectiveActual Effective Date) (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 10.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event then the exercise price of the Warrants shall continue, automatically be reduced to $0.05 per Warrant Share and the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two one percent (21%) per month for each thirty (30) days (or part thereof during the pendency such lesser pro-rata amount for any period of such Non-Registration Event, less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Conversion Shares and Warrant Shares issued in connection with the Offering, whether or not converted, then owned upon conversion of record Notes and exercise (but excluding cashless exercise) of Warrants held by such holder or issuable as of or subsequent Subscribers which are subject to the occurrence of such Non-Registration Event. Payments to The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be made pursuant to this Section 10.4 shall be due and payable paid within five ten (510) business days after demand in immediately available fundsthe end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Company Commission relating to a registration statement must be responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Holder Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without restriction pursuant to Section 9.2 144(b)(1)(i) of this Subscription Agreementthe 1933 Act. To the extent that the registration of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the Commission pursuant to its authority with respect to Rule 415 and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the Commission (applied on a pro rata basis based on the total number of unregistered Registrable Securities held by each Seller), then the Liquidated Damages described in this Section 10.4 11.4 shall no longer accrue on not be applicable to such Non-Registered Shares for so long as such Rule 415 related impediment is extant, however the portion aforedescribed reduction of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It Warrant exercise price shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 125% of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale in an effective registration statementapplied.

Non-Registration Events. The Company and the Subscriber agree that the Seller will suffer damages if any registration statement required under Section 10.1(i8.1(iii) or 10.1(ii8.1(iv) above is not filed within 30 45 days after written request by the Holder and Final Closing Date and/or not declared effective by the Commission within 90 days after such request ([or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv8.1(iv))], and maintained in the manner and within the time periods contemplated by Section 10 8 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i8.1(i) or 10.1(ii8.1(ii) or 8.1 (iii) is not filed within 30 45 days of such written request, after the Final Closing Date or is not declared effective by the Commission on or prior to the date that is 90 days after such requestfiling, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv8.1(iv) is not filed on or before the Filing Date or not declared effective on or before the sooner of the Effective Date, or within five ten (10) business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 10.1(iv8.1(iv) will not be reviewed, or (iii) any registration statement described in Sections 10.1(i8.1(i), 10.1(ii8.1(ii) or 10.1(iv8.1(iii) or 8.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 45 days in the aggregate per year but not or more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 10.4 8.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, until the Company shall pay, at the Subscriber's option, in cash or stock at the applicable Conversion Price, as Liquidated Damages to each holder of any Registrable Securities an amount equal to two percent (2%) per month or part thereof during the pendency of such Non-Registration Event, of the principal of the Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 10.4 shall be due and payable within five (5) business days after demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the Holder pursuant to Section 9.2 of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 125% of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered are eligible for unrestricted resale in an effective registration statement.resale

Non-Registration Events. The Company and the Subscriber agree that the ----------------------- Seller will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above is not filed within 30 sixty (60) days after written request by the Holder and not declared effective by the Commission within 90 one hundred twenty (120) days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement registration statement on Form SB-2 or such other form described in to be filed pursuant to Section 10.1(iv10.1(ii)), and maintained in the manner and within the time periods contemplated by Section 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement registration statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 sixty (60) days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 one hundred twenty (120) days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or not declared effective on or before the sooner of the Effective Date, or within five business (5) days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 10.1(iv10.1(ii) will not be reviewed, reviewed or (iii) any registration statement described in Sections 10.1(i), 10.1(ii) or 10.1(iv10.1(ii) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 thirty (30) days in the aggregate per year but not more than 20 twenty (20) consecutive calendar days (defined as a period of 365 three hundred sixty-five (365) days commencing on the date the Registration Statement registration statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 10.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, the Company shall pay, at the Subscriber's option, pay in cash or stock at the applicable Conversion Price, as Liquidated Damages liquidated damages to each holder of any Registrable Securities an amount equal to two percent 1% per thirty (2%30) per month days for the first thirty (30) days or part thereof and 2% for each thirty (30) days or part thereof, thereafter, during the pendency of such Non-Registration Event, of the principal of the Notes issued in connection with the OfferingNote issued, whether or not converted, then converted owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 10.4 shall be due and payable within five (5) business days after immediately upon demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the Holder pursuant to Section 9.2 of this Subscription Agreement, then the Liquidated Damages liquidated damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 125to the extent that an amount equal to 120% of all the amount of Common Shares necessary to allow full conversion of such Note at Stock underlying the then applicable Conversion Price registered for unrestricted resale Registrable Securities is not included in an effective registration statementstatement as of and at any time after forty-five (45) days after the Effective Date, at the Conversion Prices in effect from and after the Effective Date.

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii11.1(iv) above is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv11.1(iv) is not filed on or before the Filing Date or is not declared effective on or before the sooner of the Effective Date, or within five ten (10) business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 10.1(iv11.1(iv) will not be reviewed, (ii) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iii) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not or more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 10.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to one percent (1%) for the first thirty days or part thereof, and two percent (2%) per month for each thirty days or part thereof thereafter, of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares and Finder's Shares valued at a purchase price equal to the Finder's Fee, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event, of the principal of the Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent Event which are subject to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 10.4 11.4 shall be payable in cash and due and payable within five ten (510) business days after demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the Holder pursuant to Section 9.2 end of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 125% of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale in an effective registration statementeach thirty (30) day period or part thereof.

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above the Registration Statement is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within five three (3) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Section 10.1(ivSections 11.1(i) will or 11.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 10.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two percent (2%) per month for each thirty (30) days or part thereof during the pendency of such Non-Registration Event, of the principal Purchase Price of the Notes remaining unconverted and purchase price of Shares issued in connection with upon conversion of the Offering, whether or not converted, then Notes owned of record by such holder or issuable as of or subsequent which are subject to the occurrence of such Non-Registration Event. Payments to The Company must pay the Liquidated Damages in cash or at the Subscriber's election with shares of Common stock valued at one-half of the Conversion Price in effect on the first trading day of each thirty day or shorter period for which liquidated damages are payable. The Liquidated Damages must be made pursuant to this Section 10.4 shall be due and payable paid within five ten (510) business days after demand in immediately available fundsthe end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Company by Commission relating to the Holder pursuant Registration Statement must be satisfactorily responded to Section 9.2 within ten (10) business days after receipt of this Subscription Agreement, then comments from the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption PaymentCommission. It shall also be deemed Failure to timely respond to Commission comments is a Non-Registration Event if for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any time events or delays occurring as a Note is outstanding, there is less than 125% consequence of the amount acts or omissions of Common Shares necessary the Subscribers contrary to allow full conversion the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of such Note at Registrable Securities pursuant to Rule 144(k) under the then applicable Conversion Price registered for unrestricted resale in an effective registration statement1933 Act.

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above the Registration Statement is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or is not declared effective on or before the sooner of the Effective Date, or within five three (3) business days of receipt by the Company of a written or oral communication from the Commission that the Registration Statement will not be reviewed, (ii) if the registration statement described in Section 10.1(ivSections 11.1(i) will or 11.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iii) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within ten (10) business days by an additional effective replacement or amended registration statement filed and declared effectivestatement) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses (i), (ii) and (iii) of this Section 10.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two one percent (21%) per month for each thirty days or part thereof of the Purchase Price of the Shares and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event, of the principal of the Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent Event which are subject to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 10.4 shall be due and payable The Company must pay the Liquidated Damages in cash within five ten (510) business days after demand in immediately available fundsthe end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded from the Company filed by the Holder pursuant Filing Date but is withdrawn prior to Section 9.2 of this Subscription Agreementbeing declared effective by the Commission, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also such Registration Statement will be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 125% of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale in an effective registration statementhave not been filed.

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii11.1(iv) above is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv11.1(iv) is not filed on or before the Filing Date or is not declared effective on or before the sooner of the Effective Date, or within five three (3) business days of receipt by the Company of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (ii) if the registration statement described in Section 10.1(ivSections 11.1(i) will or 11.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iii) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not or more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 10.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two percent (2%) per month for each thirty days or part thereof of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid “Purchase Price” (as defined in the Warrants) of Warrant Shares for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event, of the principal of the Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent Event which are subject to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 10.4 11.4 shall be payable in cash and due and payable within five ten (510) business days after demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the Holder pursuant to Section 9.2 end of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 125% of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale in an effective registration statementeach thirty (30) day period or part thereof.

Non-Registration Events. The Company and the Subscriber Purchaser agree that the Seller will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii9.1(a) above is not filed within 30 days after written request by the Holder holder and not declared effective by the Commission SEC within 90 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 9 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i) or 10.1(iiSection 9.1(a) is not filed within 30 days of such written request, or is not declared effective by the Commission SEC on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form as described in Section 10.1(iv9.1(d) is not filed on or before the Filing Date or not declared effective on or before the sooner of the Effective Date, or within five business days of receipt by the Company of a written or oral communication from the Commission SEC that the registration statement described in Section 10.1(iv9.1(d) will not be reviewed, or (iii) any registration statement described in Sections 10.1(i), 10.1(iiSection 9.1(a) or 10.1(iv(d) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 10.4 9.4 is referred to herein as a "NonNON-Registration EventREGISTRATION EVENT"), then, for so long as such Non-Registration Event shall continue, (i) the Company shall pay, at the Subscriber's option, pay in cash or stock at the applicable Conversion Price, as Liquidated Damages to each holder of any Registrable Securities an amount equal to two percent (2%) per month or part thereof during the pendency of such Non-Registration Event, Event of the principal Stated Value of the Notes Preferred Stock issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration EventEvent and (ii) the Conversion Price as defined in Section 5 of the Certificate of Designations shall be reduced by 10% for each 30-day period following the Effective Date that the Registration Statement is not declared effective by the SEC. Payments to be made pursuant to this Section 10.4 shall be due and payable within five (5) business days after immediately upon demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the Holder holder pursuant to Section 9.2 8.2 of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 9.4 shall no longer accrue on the portion of the Purchase Price purchase price underlying the Mandatory Redemption Payment, from and after the date the Holder holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note to the extent that all the Common Stock included in the Registrable Securities and underlying the Securities is outstanding, there is less than 125% of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale not included in an effective registration statementstatement as of and after the Effective Date at the conversion prices in effect from and after the Effective Date.

Non-Registration Events. The Company and the Subscriber agree agrees that the Seller Sellers will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above the Registration Statement is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission within 90 sixty (60) days after the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within ninety (90) days after written request and declared effective by the Commission within one hundred eighty (180 ) days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or Date, (B) the Registration Statement is not declared effective on or before the sooner of sixty (60) days after the Effective Date, (C) due to the intentional action or inaction of the Company the Registration Statement is not declared effective within five (5) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Section 10.1(iv11.1(i) will or 11.1(ii) is not be reviewedfiled within ninety (90) days after such written request, or is not declared effective within one hundred eighty (180) days after such written request, or (iiiE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within thirty (30) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 sixty (60) days in the aggregate per year but not more than 20 consecutive calendar days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effectiveActual Effective Date) (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 10.4 11.4 is referred to herein as a "“Non-Registration Event"”), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at pay to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as “Liquidated Damages to each holder of any Registrable Securities Damages”, an amount equal to two one percent (21%) per month for each thirty (30) days (or part thereof during the pendency such lesser pro-rata amount for any period of such Non-Registration Event, less than thirty (30) days) of the principal lesser of the Notes (i) purchase price of the outstanding Preferred Stock and (ii) purchase price of the Conversion Shares and Warrant Shares issued in connection with the Offering, whether or not converted, then owned upon conversion of record Preferred Stock and exercise (but excluding cashless exercise) of Warrants held by such holder or issuable as of or subsequent Subscribers which are subject to the occurrence of such Non-Registration Event. Payments to The Company may pay the Liquidated Damages in cash or securities. The Liquidated Damages must be made pursuant to this Section 10.4 shall be due and payable paid within five ten (510) business days after demand in immediately available fundsthe end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Company by Commission relating to a registration statement must be responded to within twenty (20) business days after receipt of comments from the Holder pursuant Commission. Failure to Section 9.2 of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed timely respond to Commission comments is a Non-Registration Event if for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at any time a Note is outstandingthe same rate and amounts set forth above, there is less than 125% calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without volume limitations or other restrictions pursuant to Section 144(b)(1)(i) of the 1000 Xxx. The Company shall not be liable for Liquidated Damages under this Agreement as to any Registrable Securities which are not permitted by the Commission to be included in a Registration Statement due solely to Commission guidance from the time that it is determined that such Registrable Securities are not permitted to be registered until such time as the provisions of this Agreement as to the Registration Statements required to be filed hereunder are triggered, in which case the provisions of this Section 11.4 shall once again apply. In such case, the Liquidated Damages shall be calculated to only apply to the percentage of Registrable Securities which are permitted in accordance with Commission guidance to be included in such Registration Statement. The Company may require, from time to time, information by a holder of the Securities that is necessary to complete the Registration Statement in accordance with the requirements of the 1933. In the event of the failure by such holder to comply with the Company’s request within seven (7) business days from the date of such request, the Company shall be permitted to exclude such holder from a Registration Statement without being subject to the payment of any amount of Common Shares necessary Liquidated Damages to allow full conversion of such Note at holder. At such time that such holder complies with the then applicable Conversion Price registered for unrestricted resale Company’s request, the Company shall use its reasonable best efforts to include such holder in an effective registration statementthe Registration Statement.

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 10.1(i) or 10.1(ii) above is not filed within 30 60 days after written request by the Holder and not declared effective by the Commission within 90 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or Date, (ii) is not declared effective on or before the sooner of the Effective Date, or within five three (3) business days of receipt by the Company of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (iii) if the registration statement described in Section 10.1(ivSections 10.1(i) will or 10.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiiv) any registration statement described in Sections 10.1(i), 10.1(ii) or 10.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effectivestatement) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses (i), (ii), (iii) and (iiiiv) of this Section 10.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two three percent (23%) per month for each thirty days or part thereof during of the pendency of such Non-Registration Event, Event of the principal Purchase Price of the Notes issued in connection with the Offering, whether or not converted, then Shares owned of record by such holder or issuable as of or subsequent which are subject to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 10.4 shall be due and payable The Company must pay the Liquidated Damages in cash within five ten (510) business days after demand in immediately available fundsthe end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written and accounting comments received from the Company by Commission relating to the Holder pursuant Registration Statement must be responded to Section 9.2 of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Paymentwithin fifteen (15) business days. It shall also be deemed Failure to timely respond is a Non-Registration Event if for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 10.4 for any time events or delays occurring as a Note is outstanding, there is less than 125% consequence of the amount acts or omissions of Common Shares necessary the Subscribers contrary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale obligations undertaken by Subscribers in an effective registration statementthis Agreement.

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above the Registration Statement is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, or (C) the Registration Statement is not declared effective within five three (3) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Section 10.1(ivSections 11.1(i) will or 11.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effectivestatement) for a period of time which shall exceed 30 20 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), A) through (ii) and (iiiE) of this Section 10.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two percent (2%) per month for each thirty (30) days or part thereof during the pendency of such Non-Registration Eventthereof, thereafter of the principal Purchase Price of the Notes remaining unconverted and purchase price of Shares issued in connection with upon conversion of the Offering, whether or not converted, then Notes owned of record by such holder or issuable as of or subsequent which are subject to the occurrence of such Non-Registration Event. Payments to The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be made pursuant to this Section 10.4 shall be due and payable paid within five ten (510) business days after demand in immediately available fundsthe end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Company by Commission relating to the Holder pursuant Registration Statement must be satisfactorily responded to Section 9.2 within ten (10) business days after receipt of this Subscription Agreement, then comments from the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption PaymentCommission. It shall also be deemed Failure to timely respond to Commission comments is a Non-Registration Event if for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any time events or delays occurring as a Note is outstanding, there is less than 125% consequence of the amount acts or omissions of Common Shares necessary the Subscribers contrary to allow full conversion the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of such Note at Registrable Securities pursuant to Rule 144(k) under the then applicable Conversion Price registered for unrestricted resale in an effective registration statement1933 Act.

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above the Registration Statement is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or is not declared effective on or before the sooner of the Effective Date, or within five ten (10) business days of receipt by the Company of a written or oral communication from the Commission that the Registration Statement will not be reviewed, (ii) if the registration statement described in Section 10.1(ivSections 11.1(i) will or 11.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iii) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within ten (10) business days by an additional effective replacement or amended registration statement filed and declared effectivestatement) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses (i), (ii) and (iii) of this Section 10.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two one percent (21%) per month for each thirty days or part thereof of the Purchase Price of the Common Stock and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event, of the principal of the Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent Event which are subject to the occurrence of such Non-Registration Event. The Company may, at the Company's election, pay the Liquidated Damages in cash or by delivery of free trading shares of common stock. If the Company elects to pay the Liquidated Damages by delivering free trading shares of Common Stock, such shares of common stock will be valued at the closing bid price of the Common Stock on the Principal Market as of the last trading day of each thirty (30) day or such shorter period for which Liquidated Damages are due. Payments to be made pursuant to this Section 10.4 11.4 shall be due and payable within five ten (510) business days after demand in immediately available fundsthe end of each thirty (30) day period or part thereof. In the event a Mandatory Redemption Payment Registration Statement is demanded from the Company filed by the Holder pursuant Filing Date but is withdrawn prior to Section 9.2 of this Subscription Agreementbeing declared effective by the Commission, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also such Registration Statement will be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 125% of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale in an effective registration statementhave not been filed.

Non-Registration Events. The Company and the Subscriber agree that the Seller will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above is not filed within 30 60 days after written request by the Holder and not declared effective by the Commission within 90 150 days after such request ([or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))], and maintained in the manner and within the time periods contemplated by Section 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 60 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 150 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or not declared effective on or before the sooner of the Effective Date, or within five business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 10.1(iv) will not be reviewed, or (iii) any registration statement described in Sections 10.1(i), 10.1(ii) or 10.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 10.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, the Company shall pay, at the Subscriber's option, in cash or stock at the applicable Conversion Price, as Liquidated Damages to each holder of any Registrable Securities an amount equal to two percent (2%) percent per month or part thereof during the pendency of such Non-Registration Event, of the principal of the Notes issued in connection with the Initial Offering, whether or not converted, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 10.4 shall be due and payable within five (5) business days after demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the Holder pursuant to Section 9.2 of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 125% of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale in an effective registration statement.

Non-Registration Events. The Company and the Subscriber agree that the Seller will suffer damages if any registration statement required under Section 10.1(i) or 10.1(iiSECTION 10.1(I) above is not filed within 30 sixty (60) days after written request by the Holder and not declared effective by the Commission within 90 one hundred twenty (120) days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement registration statement on Form SB-2 or such other form described in to be filed pursuant to Section 10.1(iv10.1(ii)), and maintained in the manner and within the time periods contemplated by Section SECTION 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement registration statement described in Sections 10.1(i) or 10.1(iiSECTIONS 10.1(I) is not filed within 30 sixty (60) days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 one hundred twenty (120) days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or not declared effective on or before the sooner of the Effective Date, or within five business (5) days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 10.1(ivSECTION 10.1(II) will not be reviewed, reviewed or (iii) any registration statement described in Sections 10.1(i), 10.1(iiSECTIONS 10.1(I) or 10.1(iv10.1(II) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 thirty (30) days in the aggregate per year but not more than 20 twenty (20) consecutive calendar days (defined as a period of 365 three hundred sixty-five (365) days commencing on the date the Registration Statement registration statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section SECTION 10.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, the Company shall pay, at the Subscriber's option, pay in cash or stock at the applicable Conversion Price, as Liquidated Damages liquidated damages to each holder of any Registrable Securities an amount equal to two percent 1% per thirty (2%30) per month days for the first thirty (30) days or part thereof and 2% for each thirty (30) days or part thereof, thereafter, during the pendency of such Non-Registration Event, of the principal of the Notes issued in connection with the OfferingNote issued, whether or not converted, then converted owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 10.4 shall be due and payable within five (5) business immediately upon demand in restricted common stock of the Company at a per share value equal to the trading price of the Company's Common Stock on the trading day preceding the date such common stock is transmitted to Subscriber. It shall not be deemed an Event of Default pursuant to Article 3 of the Note in connection with a Non-Registration Event relating to the Effective Date unless such Non-Registration Event has occurred and is continuing as of or after 181 days after demand in immediately available fundsthe Closing Date. In the event a Mandatory Redemption Payment is demanded from the Company by the Holder pursuant to Section SECTION 9.2 of this Subscription Agreement, then the Liquidated Damages liquidated damages described in this Section SECTION 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 125to the extent that an amount equal to 120% of all the amount of Common Shares necessary to allow full conversion of such Note at Stock underlying the then applicable Conversion Price registered for unrestricted resale Registrable Securities is not included in an effective registration statement.statement as of and at any time after forty-five (45) days after the Effective Date, at the Conversion Prices in effect from and after the Effective Date. Unsecured 15

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above the Registration Statement is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, or (C) if the Registration Statement is not declared effective within five three (3) business days of after receipt by the Company of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Section 10.1(ivSections 11.1(i) will or 11.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effectivestatement) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses (i), A) through (ii) and (iiiE) of this Section 10.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two percent (2%) per month for each thirty (30) days or part thereof during the pendency of such Non-Registration Eventthereof, of the principal Purchase Price of the Notes remaining unconverted and purchase price of Shares issued in connection with upon conversion of the Offering, whether or not converted, then Notes owned of record by such holder or issuable as of or subsequent which are subject to the occurrence of such Non-Registration Event. Payments The Company must pay the Liquidated Damages in cash or an amount equal to be made pursuant to this Section 10.4 two hundred percent of such cash Liquidated Damages if paid in additional shares of registered unlegended free-trading shares of Common Stock. Such Common Stock shall be due and payable within valued at a per share value equal to 80% of the average of the five (5) business lowest closing bid prices of the Common Stock as reported by Bloomberg L.P. for the twenty (20) trading days preceding the first day of each thirty (30) day or shorter period for which Liquidated Damages are payable. The Liquidated Damages must be paid within ten (10) days after demand the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. The Company must pay the Liquidated Damages in immediately available fundscash within ten (10) days after the end of each thirty (30) day period or shorter part for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded from the Company filed by the Holder pursuant Filing Date but is withdrawn prior to Section 9.2 of this Subscription Agreementbeing declared effective by the Commission, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Paymentsuch Registration Statement will be deemed to have not been filed. It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less after the Actual Effective Date the Company has registered for unrestricted resale on behalf of the Subscriber fewer than 125% of the amount of Common Shares necessary to allow issuable upon full conversion of such Note all sums due under the Notes and 100% of the Warrant Shares issuable upon exercise of the Warrants. All oral or written and accounting comments received from the Commission relating to the Registration Statement must be responded to within ten (10) business days. Failure to timely respond is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the then applicable Conversion Price registered same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for unrestricted resale any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in an effective registration statementthis Agreement. Liquidated Damages will not accrue or be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above the Registration Statement is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within five three (3) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Section 10.1(ivSections 11.1(i) will or 11.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 thirty (30) days in the aggregate per year but not more than 20 consecutive calendar days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 10.4 11.4 is referred to herein as a "NonNON-Registration EventREGISTRATION EVENT"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities LIQUIDATED DAMAGES, an amount equal to two percent (2%) per month for each thirty (30) days (or part thereof during the pendency such lesser pro-rata amount for any period of such Non-Registration Event, less than thirty (30) days) of the principal Purchase Price of the outstanding Notes and purchase price of Shares issued upon conversion of the Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent which are subject to the occurrence of such Non-Registration Event. Payments to The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be made pursuant to this Section 10.4 shall be due and payable paid within five ten (510) business days after demand in immediately available fundsthe end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Company by Commission relating to the Holder pursuant Registration Statement must be satisfactorily responded to Section 9.2 within ten (10) business days after receipt of this Subscription Agreement, then comments from the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption PaymentCommission. It shall also be deemed Failure to timely respond to Commission comments is a Non-Registration Event if for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any time events or delays occurring as a Note is outstanding, there is less than 125% consequence of the amount acts or omissions of Common Shares necessary the Subscribers contrary to allow full conversion the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non- Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of such Note at Registrable Securities pursuant to Rule 144(k) under the then applicable Conversion Price registered for unrestricted resale in an effective registration statement1933 Act.

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above the Registration Statement is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, or (C) the Registration Statement is not declared effective within five three (3) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Section 10.1(ivSections 11.1(i) will or 11.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effectivestatement) for a period of time which shall exceed 30 20 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), A) through (ii) and (iiiE) of this Section 10.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two one and one-half percent (21.5%) per month for each thirty (30) days or part thereof during the pendency of such Non-Registration Eventthereof, thereafter of the principal Purchase Price of the Notes remaining unconverted and purchase price of Shares issued in connection with upon conversion of the Offering, whether or not converted, then Notes owned of record by such holder or issuable as of or subsequent which are subject to the occurrence of such Non-Registration Event. Payments to The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be made pursuant to this Section 10.4 shall be due and payable paid within five ten (510) business days after demand in immediately available fundsthe end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Company by Commission relating to the Holder pursuant Registration Statement must be satisfactorily responded to Section 9.2 within ten (10) business days after receipt of this Subscription Agreement, then comments from the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption PaymentCommission. It shall also be deemed Failure to timely respond to Commission comments is a Non-Registration Event if for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any time events or delays occurring as a Note is outstanding, there is less than 125% consequence of the amount acts or omissions of Common Shares necessary the Subscribers contrary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale obligations undertaken by Subscribers in an effective registration statementthis Agreement.

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above the Registration Statement is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Actual Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Actual Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within five three (3) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Section 10.1(ivSections 11.1(i) will or 11.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within twenty (20) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 forty-five (45) days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 10.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two percent (2%) per month for each thirty (30) days or part thereof during the pendency of such Non-Registration Event, of the principal Aggregate Principal Amount of the Notes remaining unconverted and purchase price of Shares issued in connection with upon conversion of the Offering, whether or not converted, then Notes and exercise of the Warrants owned of record by such holder or issuable as of or subsequent which are subject to the occurrence of such Non-Registration Event. Payments The Company must pay the Liquidated Damages in cash, or at the Company’s election, with Qualified Shares (as hereinafter defined) of the Common Stock valued at the Fixed Conversion Price, pari passu to each Subscriber. The Liquidated Damages must be made pursuant to this Section 10.4 shall be due and payable paid within five ten (510) business days after demand in immediately available fundsthe end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Company by Commission relating to the Holder pursuant Registration Statement must be responded to Section 9.2 within fifteenth (15) business days after receipt of this Subscription Agreement, then comments from the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption PaymentCommission. It shall also be deemed Failure to timely respond to Commission comments is a Non-Registration Event if for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any time events or delays occurring as a Note is outstanding, there is less than 125% consequence of the amount acts or omissions of Common the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act. As used herein the term “Qualified Shares” shall mean (i) registered shares, (ii) shares that can be resold under Rule 144 of the Securities Act without volume restriction or (iii) shares which can be resold under Rule 144, subject to the volume limitations specified in subsection (e) thereof. Qualified Shares necessary delivered pursuant to allow full conversion sections (ii) and (iii) of the preceding sentence must be immediately resellable and transferable by the Subscriber without any additional holding period. Such Qualified Shares, when delivered to the Subscriber, must be accompanied by an opinion of Company’s counsel reasonably acceptable to Subscriber and the Company’s transfer agent that all such Note at Qualified Shares are immediately resellable or transferable pursuant to Rule 144 of the then applicable Conversion Price registered for unrestricted resale in an effective registration statement1933 Act, by each Subscriber who receives such Qualified Shares.

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above the Registration Statement is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or Date, (ii) is not declared effective on or before the sooner of the Effective Date, or within five three (3) business days of receipt by the Company of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (iii) if the registration statement described in Section 10.1(ivSections 11.1(i) will or 11.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiiv) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effectivestatement) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses (i), (ii), (iii) and (iiiiv) of this Section 10.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two one percent (21%) per month for the first thirty days or part thereof during of the pendency of such Non-Registration EventEvent and two percent (2%) for each thirty (30) days or part thereof, thereafter of the principal Purchase Price of the Notes remaining unconverted and purchase price of Shares issued in connection with upon conversion of the Offering, whether or not converted, then Notes owned of record by such holder or issuable as of or subsequent which are subject to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 10.4 shall be due and payable The Company must pay the Liquidated Damages in cash within five ten (510) business days after demand in immediately available fundsthe end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written and accounting comments received from the Company by Commission relating to the Holder pursuant Registration Statement must be responded to Section 9.2 of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Paymentwithin ten (10) business days. It shall also be deemed Failure to timely respond is a Non-Registration Event if at any time a Note is outstanding, there is less than 125% of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale in an effective registration statementEvent.

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above the Registration Statement is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, or (C) the Registration Statement is not declared effective within five (5) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Section 10.1(ivSections 11.1(i) will or 11.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 45 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) or more than 30 consecutive days (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 10.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, holders of Registrable Securities included in cash or stock at the applicable Conversion PriceRegistration Statement, as Liquidated Damages to each holder of any Registrable Securities Damages, an aggregate amount equal to two one and one-half percent (21.5%) per month or part thereof during the pendency of such Non-Registration Event, of the principal Purchase Price of the Notes issued in connection with the Offering, whether or not converted, then Shares owned of record by such holder or issuable as of or subsequent which are subject to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 10.4 Event for each thirty (30) days (a prorated portion shall be due and payable for any period of less than 30 days). The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within five ten (510) business days after demand in immediately available fundsthe end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Company by Commission relating to the Holder pursuant Registration Statement must be responded to Section 9.2 within ten (10) business days after receipt of this Subscription Agreement, then comments from the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption PaymentCommission. It shall also be deemed Failure to timely respond to Commission comments is a Non-Registration Event if for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any time events or delays occurring as a Note is outstanding, there is less than 125% consequence of the amount acts or omissions of Common Shares necessary the Subscribers contrary to allow full conversion the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of such Note at Registrable Securities pursuant to Rule 144(k) under the then applicable Conversion Price registered for unrestricted resale in an effective registration statement1933 Act.

Non-Registration Events. The Company and the Subscriber agree that the Seller will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above is not filed within 30 days after written request by the Holder and not declared effective by the Commission within 90 days after such request ([or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))], and maintained in the manner and within the time periods contemplated by Section 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or not declared effective on or before the sooner of the Effective Date, or within five ten business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 10.1(iv) will not be reviewed, or (iii) any registration statement described in Sections 10.1(i), 10.1(ii) or 10.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not or more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 10.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, the Company shall pay, at the Subscriber's option, in cash or stock at the applicable Conversion Price, as Liquidated Damages to each holder of any Registrable Securities an amount equal to one percent (1%) for the first thirty days or part thereof and two percent (2%) per month thirty days for each thirty days or part thereof thereafter, during the pendency of such Non-Registration Event, of the principal of the Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 10.4 shall be due and payable within five ten (510) business days after demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the Holder pursuant to Section 9.2 of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 125% of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale in an effective registration statement.

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above the Registration Statement is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, or (C) if the Registration Statement is not declared effective within five three (3) business days of receipt by the Company of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Section 10.1(ivSections 11.1(i) will or 11.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effectivestatement) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses (i), A) through (ii) and (iiiE) of this Section 10.4 11.4 is referred to herein as a "NonNON-Registration EventREGISTRATION EVENT"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two one percent (21%) per month for the first thirty days or part thereof during of the pendency of such Non-Registration EventEvent and two percent (2%) for each thirty (30) days or part thereof, thereafter of the principal Purchase Price of the Notes remaining unconverted and purchase price of Shares issued in connection with upon conversion of the Offering, whether or not converted, then Notes owned of record by such holder or issuable as of or subsequent which are subject to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 10.4 shall be due and Liquidated Damages payable within in connection with the initial forty-five (545) business days of a Non-Registration Event related to a Filing Date default shall not be payable provided the duration of such Non-Registration Event is fifteen (15) days or less. The Company must pay the Liquidated Damages in cash within ten (10) days after demand in immediately available fundsthe end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded from the Company filed by the Holder pursuant Filing Date but is withdrawn prior to Section 9.2 of this Subscription Agreementbeing declared effective by the Commission, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Paymentsuch Registration Statement will be deemed to have not been filed. It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less after the Actual Effective Date the Company has registered for unrestricted resale on behalf of the Subscriber fewer than 125% of the amount of Common Shares necessary to allow issuable upon full conversion of such Note at all sums due under the then applicable Conversion Price registered for unrestricted resale in an effective registration statementNotes. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of the comments from the Commission. Failure to timely respond is a Non-Registration Event.

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above the Registration Statement is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or is not declared effective on or before the sooner of the Effective Date, or within five three (3) business days of receipt by the Company of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (ii) if the registration statement described in Section 10.1(ivSections 11.1(i) will or 11.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iii) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within ten (10) business days by an additional effective replacement or amended registration statement filed and declared effectivestatement) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses (i), (ii) and (iii) of this Section 10.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two percent (2%) per month for each thirty days or part thereof of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes owned of record by such holder as of and during the pendency of such Non-Registration Event, of the principal of the Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent Event which are subject to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 10.4 The maximum aggregate amount of Liquidated Damages payable in connection with a Non-Registration Event shall be due and payable eight percent (8%) of the Purchase Price. The Company must pay the Liquidated Damages in cash within five ten (510) business days after demand in immediately available fundsthe end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded from the Company filed by the Holder pursuant Filing Date but is withdrawn prior to Section 9.2 of this Subscription Agreementbeing declared effective by the Commission, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also such Registration Statement will be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 125% of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale in an effective registration statementhave not been filed.

Non-Registration Events. The Company and the Subscriber agree that the Seller will suffer damages if any registration statement required under Section 10.1(i10.1(a) or 10.1(ii10.1(b) above is not filed within 30 days after written request by the Holder and not declared effective by the Commission within 90 days after such request ([or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 F-1 or such other form described in Section 10.1(iv10.1(c))], and maintained in the manner and within the time periods contemplated by Section 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i10.1(a) or 10.1(ii10.1(b) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 F-1 or such other form described in Section 10.1(iv10.1(c) is not filed on or before the Filing Date or not declared effective on or before the sooner of the Effective Date, or within five business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 10.1(iv10.1(c) will not be reviewed, or (iii) any registration statement described in Sections 10.1(i10.1(a), 10.1(ii10.1(b) or 10.1(iv10.1(c) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days ("year" being defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 10.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, the Company shall pay, at the Subscriber's option, in cash or stock at the applicable Conversion Price, as Liquidated Damages to each holder of any Registrable Securities an amount equal to two percent (2%) percent per month or pro rata part thereof for each month or part thereof thereafter during the pendency of such Non-Registration Event, of the principal of the Notes issued in connection with the Offering, whether or not convertedInitial Offering and principal and interest of the Notes converted into Company Shares, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 10.4 shall be due and payable within five ten (510) business days after demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the Holder pursuant to Section 9.2 of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 125% of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale in an effective registration statement.

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above the Registration Statement is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within five three (3) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Section 10.1(ivSections 11.1(i) will or 11.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 10.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two percent (2%) per month for each thirty (30) days or part thereof during the pendency of such Non-Registration Event, of the principal Purchase Price of the Notes remaining unconverted and purchase price of Shares issued in connection with upon conversion of the Offering, whether or not converted, then Notes owned of record by such holder or issuable as of or subsequent which are subject to the occurrence of such Non-Registration Event. Payments to The Company must pay the Liquidated Damages in cash or at the Company's election with registered shares of Common stock valued at the Conversion Price in effect on the first trading day of each thirty day or shorter period for which liquidated damages are payable. The Liquidated Damages must be made pursuant to this Section 10.4 shall be due and payable paid within five ten (510) business days after demand in immediately available fundsthe end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Company Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Holder Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to Section 9.2 of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act. The Company acknowledges that it is a Non-Registration Event if at any time the Company does not have sufficient shares as required by this Agreement included in a Note is outstanding, there is less than 125% Registration Statement prior to or after effectiveness of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale in an effective registration statementRegistration Statement.

Non-Registration Events. The Company and the Subscriber agree that the Seller will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above is not filed within 30 90 days after written request by the Holder and not declared effective by the Commission within 90 150 days after such request ([or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))], and maintained in the manner and within the time periods contemplated by Section 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 90 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 120 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or not declared effective on or before the sooner of the Effective Date, or within five business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 10.1(iv) will not be reviewed, or (iii) any registration statement described in Sections 10.1(i), 10.1(ii) or 10.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 10.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, the Company shall pay, at the Subscriber's option, pay in cash or stock at the applicable Conversion Price, as Liquidated Damages to each holder of any Registrable Securities an amount equal to one (1%) percent per month (ratably applied for any part thereof) for the first forty-five (45) days and two percent (2%) per month or (ratably applied for any part thereof thereof) thereafter during the pendency of such Non-Registration Event, of (i) the principal of the Notes issued in connection with the Initial Offering, whether or not converted; (ii) the principal amount of Put Notes actually issued, whether or not converted, then owned of record by such holder or issuable because of a prior Put Notice (as hereinafter defined), as of or subsequent to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 10.4 shall be due and payable within five (5) business days after immediately upon demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the Holder pursuant to Section 9.2 of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note to the extent that all the Common Stock underlying the Registrable Securities is outstanding, there is less than 125% of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale not included in an effective registration statementstatement as of and after the Effective Date at the Conversion Prices in effect from and after the Effective Date.

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii10.1(iv) above is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 10.1(i) or 10.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or is not declared effective on or before the sooner of the Effective Date, or within five ten (10) business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 10.1(iv) will not be reviewed, (ii) if the registration statement described in Sections 10.1(i) or 101(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iii) any registration statement described in Sections 10.1(i), 10.1(ii) or 10.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not or more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 10.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two percent (2%) per month for each thirty days or part thereof thereof, of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares valued at a purchase price equal to the Finder’s Fee, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event, of the principal of the Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent Event which are subject to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 10.4 shall be payable in cash and due and payable within five ten (510) business days after demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the Holder pursuant to Section 9.2 end of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 125% of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale in an effective registration statementeach thirty (30) day period or part thereof.

Non-Registration Events. The Company and the Subscriber agree that the Seller will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above is not filed within 30 days after written request by the Holder and not declared effective by the Commission within 90 days after such request ([or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))], and maintained in the manner and within the time periods contemplated by Section 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or not declared effective on or before the sooner of the Effective Date, or within five business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 10.1(iv) will not be reviewed, or (iii) any registration statement described in Sections 10.1(i), 10.1(ii) or 10.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 10.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Non- Registration Event shall continue, the Company shall pay, at the Subscriber's option, in cash or stock at the applicable Conversion Price, as Liquidated Damages to each holder of any Registrable Securities an amount equal to two percent (2%) percent per month or part thereof during the pendency of such Non-Registration Event, of the principal of the Notes issued in connection with the Offering, whether or not converted, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 10.4 shall be due and payable within five (5) business days after demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the Holder pursuant to Section 9.2 of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 125% of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale in an effective registration statement.

Non-Registration Events. The Company and the Subscriber agree that the Seller will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above is not filed within 30 60 days after written request by the Holder and not declared effective by the Commission within 90 120 days after such request ([or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))], and maintained in the manner and within the time periods contemplated by Section 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 60 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 120 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or not declared effective on or before the sooner of the Effective Date, or within five business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 10.1(iv) will not be reviewed, or (iii) any registration statement described in Sections 10.1(i), 10.1(ii) or 10.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 10.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, the Company shall pay, at the Subscriber's option, pay in cash or stock at the applicable Conversion Price, as Liquidated Damages to each holder of any Registrable Securities an amount equal to one (1%) percent for the initial thirty days or part thereof and two percent (2%) percent per month or part thereof thereafter during the pendency of such Non-Registration Event, of (i) the principal of the Notes issued in connection with the Initial Offering, whether or not converted; (ii) the principal amount of Put Notes actually issued, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 10.4 shall be due and payable within five (5) business days after immediately upon demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the Holder pursuant to Section 9.2 of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 125% of to the amount of extent that all the Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale in an effective registration statement.Stock underlying the

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above the Registration Statement is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within five three (3) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Section 10.1(ivSections 11.1(i) will or 11.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 thirty (30) days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 10.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two percent 1.5% for each thirty (2%30) per month days or part thereof during the pendency of such Non-Registration Event, of the principal Aggregate Principal Amount of the Notes remaining unconverted and purchase price of Shares previously issued in connection with upon conversion of the Offering, whether or not converted, then Notes and exercise of the Warrants owned of record by such holder or issuable as of or subsequent which are subject to the occurrence of such Non-Registration Event up to a maximum of 18%. In any event, in connection with an Non-Registration Event. Payments to , Liquidated Damages will not be made pursuant to this Section 10.4 shall be due and payable within five for the first thirty (530) business days after demand the Closing Date. The Company must pay the Liquidated Damages in immediately available fundscash or at the Company's election with registered shares of the Common Stock valued at the Conversion Price. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Company by Commission relating to the Holder pursuant Registration Statement must be satisfactorily responded to Section 9.2 within ten (10) business days after receipt of this Subscription Agreement, then comments from the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption PaymentCommission. It shall also be deemed Failure to timely respond to Commission comments is a Non-Registration Event if for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any time events or delays occurring as a Note is outstanding, there is less than 125% consequence of the amount acts or omissions of Common Shares necessary the Subscribers contrary to allow full conversion the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of such Note at Registrable Securities pursuant to Rule 144(k) under the then applicable Conversion Price registered for unrestricted resale in an effective registration statement1933 Act.

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii11.1(iv) above is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv11.1(iv) is not filed on or before the Filing Date or is not declared effective on or before the sooner of the Effective Date, or within five ten (10) business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 10.1(iv11.1(iv) will not be reviewed, (ii) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iii) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not or more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 10.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to one percent (1%) for the first thirty day or part thereof and two percent (2%) per month for each thirty days or part thereof thereafter, of the Purchase Price of the Shares and actually paid "Purchase Price" (as defined in the Warrants) issued or issuable upon exercise of the Warrants, during the pendency of such Non-Registration Event, of for the principal of the Notes issued in connection with the Offering, whether or not converted, then Registrable Securities owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 10.4 11.4 shall be payable in cash and due and payable within five ten (510) business days after demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the Holder pursuant to Section 9.2 end of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 125% of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale in an effective registration statementeach thirty (30) day period or part thereof.

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 10.1(i) or 10.1(ii) above is not filed within 30 60 days after written request by the Holder and not declared effective by the Commission within 90 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Company does not use its best efforts in causing the Registration Statement to become effective as early as reasonably possible with all material needed within a reasonable time frame, (B) the Registration Statement is not declared effective within five (5) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (C) if the registration statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 60 days of after such written request, or is not declared effective by the Commission on or prior to the date that is 90 within 125 days after such written request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or not declared effective on or before the sooner of the Effective Date, or within five business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 10.1(iv) will not be reviewed, or (iiiD) any registration statement described in Sections 10.1(i), 10.1(ii) or 10.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 45 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 10.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at pay to the Subscriber's option, holders of Registrable Securities included in cash or stock at the applicable Conversion PriceRegistration Statement, as Liquidated Damages to each holder of any Registrable Securities Damages, an aggregate amount equal to two one percent (21%) per month or part thereof during the pendency of such Non-Registration Event, of the principal Purchase Price of the Notes issued in connection with the Offering, whether or not converted, then Shares owned of record by such holder or issuable as of or subsequent which are subject to the occurrence of such Non-Registration EventEvent for each thirty (30) days of the initial aggregate sixty (60) days of the pendency of Non-Registration Events and one and one-half percent (1.5%) thereafter for each thirty (30) days of the pendency of Non-Registration Events. Payments A prorated portion shall be payable for any period of less than 30 days. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be made deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be responded to within twelve (12) business days after receipt of comments from the Commission. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 10.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 10.4 shall be due and payable within five (5) business days after demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the Holder pursuant to Section 9.2 of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed nor will a Non-Registration Event if at any time a Note is outstanding, there is less than 125% be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale in an effective registration statement1933 Act.

Non-Registration Events. The Company and the Subscriber agree that the Seller will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above is not filed within 30 days after written request by the Holder and not declared effective by the Commission within 90 days after such request ([or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 S-3 or such other form described in Section 10.1(iv))], and maintained in the manner and within the time periods contemplated by Section 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 S-3 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or not declared effective on or before the sooner of the Effective Date, or within five ten business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 10.1(iv) will not be reviewed, or (iii) any registration statement described in Sections 10.1(i), 10.1(ii) or 10.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not or more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 10.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, the Company shall pay, at the Subscriber's option, in cash or stock at the applicable Conversion Price, as Liquidated Damages to each holder of any Registrable Securities an amount equal to two percent (2%) per month for each month or part thereof during the pendency of such Non-Registration Event, of the principal of the Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 10.4 shall be due and payable within five ten (510) business days after demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the Holder pursuant to Section 9.2 of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 125% of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale in an effective registration statement.

Non-Registration Events. The Company and the Subscriber agree that the Seller will suffer damages if any registration statement required under Section 10.1(i) or 10.1(iiSECTION 10.1(I) above is not filed within 30 sixty (60) days after written request by the Holder and not declared effective by the Commission within 90 one hundred twenty (120) days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement registration statement on Form SB-2 or such other form described in to be filed pursuant to Section 10.1(iv10.1(ii)), and maintained in the manner and within the time periods contemplated by Section SECTION 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement registration statement described in Sections SECTIONS 10.1(i) or 10.1(ii) is not filed within 30 sixty (60) days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 one hundred twenty (120) days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or not declared effective on or before the sooner of the Effective Date, or within five business (5) days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 10.1(ivSECTION 10.1(ii) will not be reviewed, reviewed or (iii) any registration statement described in Sections SECTIONS 10.1(i), 10.1(ii) or 10.1(iv10.1(ii) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 thirty (30) days in the aggregate per year but not more than 20 twenty (20) consecutive calendar days (defined as a period of 365 three hundred sixty-five (365) days commencing on the date the Registration Statement registration statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section SECTION 10.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, the Company shall pay, at the Subscriber's option, pay in cash or stock at the applicable Conversion Price, as Liquidated Damages liquidated damages to each holder of any Registrable Securities an amount equal to two percent 1% per thirty (2%30) per month days for the first thirty (30) days or part thereof and 2% for each thirty (30) days or part thereof, thereafter, during the pendency of such Non-Registration Event, of the principal of the Notes issued in connection with the OfferingNote issued, whether or not converted, then converted owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section SECTION 10.4 shall be due and payable within five (5) business days after immediately upon demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the Holder pursuant to Section SECTION 9.2 of this Subscription Agreement, then the Liquidated Damages liquidated damages described in this Section SECTION 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 125to the extent that an amount equal to 120% of all the amount of Common Shares necessary to allow full conversion of such Note at Stock underlying the then applicable Conversion Price registered for unrestricted resale Registrable Securities is not included in an effective registration statementstatement as of and at any time after forty-five (45) days after the Effective Date, at the Conversion Prices in effect from and after the Effective Date.

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii11.1(iv) above is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv11.1(iv) is not filed on or before the Filing Date or is not declared effective on or before the sooner of the Effective Date, or within five ten (10) business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 10.1(iv11.1(iv) will not be reviewed, (ii) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iii) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 60 days in the aggregate per year but not or more than 20 22 consecutive calendar business days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 10.4 11.4 is referred to herein as a "“Non-Registration Event"”), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to one percent (1%) for the first thirty days or part thereof, and two percent (2%) per month for each thirty days thereafter, or part thereof, of the (i) Purchase Price of the Shares; and (ii) actually paid “Purchase Price” (as defined in the Warrants) issued or issuable upon exercise of the Warrants, for each thirty (30) days or part thereof during the pendency of such Non-Registration Event, of for the principal of the Notes issued in connection with the Offering, whether or not converted, then Registrable Securities owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event. The Company may, at the Company’s election, pay the Liquidated Damages in cash or by delivery of free trading shares of Common Stock. If the Company elects to pay the Liquidated Damages by delivering free trading shares of Common Stock, such shares of Common stock will be valued at the closing price of the Common Stock on the Principal Market as of the trading day immediately before demand for payment of Liquidated Damagesis made by Subscriber. Payments to be made pursuant to this Section 10.4 11.4 shall be due and payable within five ten (510) business days after demand in immediately available fundsdemand. In the event a Mandatory Redemption Payment the registration statement described in Section 11.1(iv) is demanded from declared effective within thirty (30) days of the Company by the Holder pursuant to Section 9.2 of this Subscription AgreementEffective Date, then the Liquidated Damages described in this Section 10.4 shall no longer accrue will not be payable for the thirty day period commencing on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 125% of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale in an effective registration statementEffective Date.

Non-Registration Events. The Company and the Subscriber agree that the Seller will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above is not filed within 30 60 days after written request by the Holder and not declared effective by the Commission within 90 120 days after such request ([or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 S-2 or such other form described in Section 10.1(iv))], and maintained in the manner and within the time periods contemplated by Section 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 60 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 120 days after such request, or (ii) the registration statement on Form SB-2 S-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or not declared effective on or before the sooner of the Effective Date, or within five ten business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 10.1(iv) will not be reviewed, or (iii) any registration statement described in Sections 10.1(i), 10.1(ii) or 10.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not or more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 10.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, the Company shall pay, at the Subscriber's option, in cash or stock at the applicable Conversion Price, as Liquidated Damages to each holder of any Registrable Securities an amount equal to two percent (2%) per month for each month or part thereof during the pendency of such Non-Registration Event, of the principal of the Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 10.4 shall be due and payable within five (5) business days after demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the Holder pursuant to Section 9.2 of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 125% of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale in an effective registration statement.Section

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above the Registration Statement is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within five 3 business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Section 10.1(ivSections 11.1(i) will or 11.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within 15 business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), A) through (ii) and (iiiE) of this Section 10.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two percent (2%) per month for each 30 days or part thereof during the pendency of such Non-Registration Event, of the principal Purchase Price of the Notes remaining unconverted and purchase price of Shares issued in connection with upon conversion of the Offering, whether or not converted, then Notes owned of record by such holder or issuable as of or subsequent which are subject to the occurrence of such Non-Registration Event. Payments Notwithstanding anything to the contrary in this section, a maximum of four percent (4%) liquidated damages will be made pursuant to payable in connection with the Non-Registration Event described in this Section 10.4 shall 11.4. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be due and payable paid within five (5) business 10 days after demand in immediately available fundsthe end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. The Company shall use its best reasonable efforts to respond to all oral or written comments received from the Company by Commission relating to the Holder pursuant to Section 9.2 of this Subscription Agreement, then Registration Statement within 15 days in connection with the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion initial filing of the Purchase Price underlying Registration Statement and within 10 days in connection with amendments to the Mandatory Redemption Payment, Registration Statement after receipt of such comments from and after the date the Holder receives the Mandatory Redemption PaymentCommission. It shall also be deemed Failure to timely respond to Commission comments is a Non-Registration Event if for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any time events or delays occurring as a Note is outstanding, there is less than 125% consequence of the amount acts or omissions of Common Shares necessary the Subscribers contrary to allow full conversion the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of such Note at Registrable Securities pursuant to Rule 144(k) under the then applicable Conversion Price registered for unrestricted resale in an effective registration statement1933 Act.

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above the Registration Statement is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within five three (3) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Section 10.1(ivSections 11.1(i) will or 11.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 thirty (30) days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 10.4 11.4 is referred to herein as a "“Non-Registration Event"”), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two percent (2%) per month for each thirty (30) days or part thereof during the pendency of such Non-Registration Event, of the principal Aggregate Principal Amount of the Notes remaining unconverted and purchase price of Shares previously issued in connection with upon conversion of the Offering, whether or not converted, then Notes and exercise of the Warrants owned of record by such holder or issuable as of or subsequent which are subject to the occurrence of such Non-Registration Event. Payments to The Company must pay the Liquidated Damages in cash or at the Company’s election with registered shares of the Common Stock valued at the Fixed Conversion Price. The Liquidated Damages must be made pursuant to this Section 10.4 shall be due and payable paid within five ten (510) business days after demand in immediately available fundsthe end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Company by Commission relating to the Holder pursuant Registration Statement must be satisfactorily responded to Section 9.2 within ten (10) business days after receipt of this Subscription Agreement, then comments from the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption PaymentCommission. It shall also be deemed Failure to timely respond to Commission comments is a Non-Registration Event if for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any time events or delays occurring as a Note is outstanding, there is less than 125% consequence of the amount acts or omissions of Common Shares necessary the Subscribers contrary to allow full conversion the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of such Note at Registrable Securities pursuant to Rule 144(k) under the then applicable Conversion Price registered for unrestricted resale in an effective registration statement1933 Act.

Non-Registration Events. The Except as otherwise provided herein, the Company and the Subscriber agree that the Seller Holder will suffer damages if any the registration statement required under pursuant to Sections 12.1(i) and 12.1(ii) which becomes subject to the provisions of Section 10.1(i12.1(iii) or 10.1(ii) above covering all Registrable Securities is not filed within 30 60 days after written request by the Holder and or not declared effective by the Commission within 90 150 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods period contemplated by Section 10 12 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 60 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 120 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or not declared effective on or before the sooner of the Effective Date, or within five business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 10.1(iv) will not be reviewed, or (iii) any registration statement described in Sections 10.1(i), 10.1(ii) or 10.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 40 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), ) and (ii) and (iii) of this Section 10.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two percent (2%) per month percent for each thirty (30) days or part thereof thereof, of the Purchase Price of the Notes remaining unconverted and Purchase Price of the Shares issued upon conversion of the Notes owned of record by such holder as of and during the pendency of such Non-Registration Event, of the principal of the Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent Event which are subject to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 10.4 shall be due and payable within five (5) business days after demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the The Company by the Holder pursuant to Section 9.2 of this Subscription Agreement, then must pay the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and cash within ten (10) days after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 125% end of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered each thirty (30) day period or shorter part thereof for unrestricted resale in an effective registration statementwhich Liquidated Damages are payable.

Non-Registration Events. The Company and the Subscriber agree agrees that the Seller Sellers will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above the Registration Statement is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or Date, (B) the Registration Statement is not declared effective on or before the sooner of the required Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within five three (3) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Section 10.1(ivSections 11.1(i) will or 11.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within twenty-five (25) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 forty (45) days in the aggregate per year but not more than 20 consecutive calendar days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effectiveActual Effective Date) (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 10.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two one percent (21%) per month for each thirty (30) days (or part thereof during such lesser pro-rata amount for any period of less than thirty (30) days) of the pendency principal amount of the outstanding Notes and purchase price of Incentive Shares, Shares and Warrant Shares issued upon conversion of Notes and exercise (but excluding cashless exercise) of Warrants held by Subscriber which are subject to such Non-Registration Event, subject to a cap of nine percent (9%) in the principal of aggregate. The Company must pay the Notes issued Liquidated Damages in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Eventcash. Payments to The Liquidated Damages must be made pursuant to this Section 10.4 shall be due and payable paid within five ten (510) business days after demand in immediately available fundsthe end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Company by Commission relating to a registration statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Holder pursuant Commission. Failure to Section 9.2 of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed timely respond to Commission comments is a Non-Registration Event if for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at any time a Note is outstanding, there is less than 125% the same rate and amounts set forth above calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without restriction pursuant to Section 144(b)(1)(i) of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale in an effective registration statement1933 Act.

Non-Registration Events. The Company and the Subscriber agree that the Seller Sellers will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above the Registration Statement is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within five three (3) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Section 10.1(ivSections 11.1(i) will or 11.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 10.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two percent (2%) per month for each thirty (30) days or part thereof during the pendency of such Non-Registration Event, of the principal Purchase Price of the Notes remaining unconverted and purchase price of Shares issued in connection with upon conversion of the Offering, whether or not converted, then Notes owned of record by such holder or issuable as of or subsequent which are subject to the occurrence of such Non-Registration Event. Payments to The Company must pay the Liquidated Damages in cash or at the Company's election with registered shares of Common stock valued at the Conversion Price in effect on the first trading day of each thirty day or shorter period for which liquidated damages are payable. The Liquidated Damages must be made pursuant to this Section 10.4 shall be due and payable paid within five ten (510) business days after demand in immediately available fundsthe end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Company by Commission relating to the Holder pursuant Registration Statement must be satisfactorily responded to Section 9.2 within ten (10) business days after receipt of this Subscription Agreement, then comments from the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption PaymentCommission. It shall also be deemed Failure to timely respond to Commission comments is a Non-Registration Event if for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any time events or delays occurring as a Note is outstanding, there is less than 125% consequence of the amount acts or omissions of Common Shares necessary the Subscriber contrary to allow full conversion the obligations undertaken by Subscriber in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of such Note at Registrable Securities pursuant to Rule 144(k) under the then applicable Conversion Price registered for unrestricted resale in an effective registration statement1933 Act. THE COMPANY ACKNOWLEDGES THAT IT IS A NON-REGISTRATION EVENT IF THE COMPANY DOES NOT HAVE SUFFICIENT SHARES AS REQUIRED BY THIS AGREEMENT INCLUDED IN A REGISTRATION STATEMENT PRIOR TO OR AFTER EFFECTIVENESS OF THE REGISTRATION STATEMENT.

Non-Registration Events. The Company and the Subscriber agree ----------------------- that the Seller will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above is not filed within 30 sixty (60) days after written request by the Holder and not declared effective by the Commission within 90 one hundred twenty (120) days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement registration statement on Form SB-2 or such other form described in to be filed pursuant to Section 10.1(iv10.1(ii)), and maintained in the manner and within the time periods contemplated by Section 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement registration statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 sixty (60) days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 one hundred twenty (120) days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or not declared effective on or before the sooner of the Effective Date, or within five business (5) days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 10.1(iv10.1(ii) will not be reviewed, reviewed or (iii) any registration statement described in Sections 10.1(i), 10.1(ii) or 10.1(iv10.1(ii) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 thirty (30) days in the aggregate per year but not more than 20 twenty (20) consecutive calendar days (defined as a period of 365 three hundred sixty-five (365) days commencing on the date the Registration Statement registration statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 10.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, the Company shall pay, at the Subscriber's option, pay in cash or stock at the applicable Conversion Price, as Liquidated Damages liquidated damages to each holder of any Registrable Securities an amount equal to two percent 1% per thirty (2%30) per month days for the first thirty (30) days or part thereof and 2% for each thirty (30) days or part thereof, thereafter, during the pendency of such Non-Registration Event, of the principal of the Notes issued in connection with the OfferingNote issued, whether or not converted, then converted owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 10.4 shall be due and payable within five (5) business days after immediately upon demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the Holder pursuant to Section 9.2 of this Subscription Agreement, then the Liquidated Damages liquidated damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 125to the extent that an amount equal to 120% of all the amount of Common Shares necessary to allow full conversion of such Note at Stock underlying the then applicable Conversion Price registered for unrestricted resale Registrable Securities is not included in an effective registration statementstatement as of and at any time after forty-five (45) days after the Effective Date, at the Conversion Prices in effect from and after the Effective Date.

Non-Registration Events. The Company and the Subscriber agree agrees that the Seller Sellers will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above the Registration Statement is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or Date, (B) the Registration Statement is not declared effective on or before the sooner of the required Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within five business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Section 10.1(iv11.1(i) will or 11.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within twenty-two (22) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 forty (45) days in the aggregate per year but not more than 20 consecutive calendar days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effectiveActual Effective Date) (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 10.4 11.4 is referred to herein as a "“Non-Registration Event"”), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at pay to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two one and one-half percent (21.5%) per month for each thirty (30) days (or part thereof during such lesser pro-rata amount for any period of less than thirty (30) days) of the pendency principal amount of the outstanding Notes and purchase price of Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise (but excluding cashless exercise) of Warrants held by Subscribers which are subject to such Non-Registration Event, up to a maximum of fifteen percent (15%). The Company must pay the principal of the Notes issued Liquidated Damages in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Eventcash. Payments to The Liquidated Damages must be made pursuant to this Section 10.4 shall be due and payable paid within five ten (510) business days after demand in immediately available fundsthe end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Company by Commission relating to a registration statement must be responded to within ten (10) business days after receipt of comments from the Holder pursuant Commission. Failure to Section 9.2 of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed timely respond to Commission comments is a Non-Registration Event if for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at any time a Note is outstanding, there is less than 125% the same rate and amounts set forth above calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without volume limitations or other restrictions pursuant to Section 144(b)(1)(i) of the amount 1000 Xxx. The Company shall not be liable for Liquidated Damages under this Agreement as to any Registrable Securities which are not permitted by the Commission to be included in a Registration Statement due solely to SEC guidance from the time that it is determined that such Registrable Securities are not permitted to be registered until such time as the provisions of Common Shares this Agreement as to the Registration Statements required to be filed hereunder are triggered, in which case the provisions of this Section 11.4 shall once again apply. In such case, the Liquidated Damages shall be calculated to only apply to the percentage of Registrable Securities which are permitted in accordance with SEC guidance to be included in such Registration Statement. The Company may require, from time to time, information by a shareholder that is necessary to allow full conversion complete the Registration Statement in accordance with the requirements of the Securities Act. In the event of the failure by such shareholder to comply with the Company’s request within fifteen (15) days from the date of such Note at request, the then applicable Conversion Price registered for unrestricted resale in an effective registration statementCompany shall be permitted to exclude such shareholder from a Registration Statement, without being subject to the payment of Liquidated Damages to such shareholder. At such time that such shareholder complies with the Company’s request the Company shall use its best efforts to include such shareholder on the Registration Statement.

Non-Registration Events. The Company and the Subscriber Purchaser agree that the Seller will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii9.1(a) above is not filed within 30 days after written request by the Holder holder and not declared effective by the Commission SEC within 90 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 9 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i) or 10.1(iiSection 9.1(a) is not filed within 30 days of such written request, or is not declared effective by the Commission SEC on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form as described in Section 10.1(iv9.1(d) is not filed on or before the Filing Date or not declared effective on or before the sooner of the Effective Date, or within five business days of receipt by the Company of a written or oral communication from the Commission SEC that the registration statement described in Section 10.1(iv9.1(d) will not be reviewed, or (iii) any registration statement described in Sections 10.1(i), 10.1(iiSection 9.1(a) or 10.1(iv(d) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 10.4 9.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, the Company shall pay, at the Subscriber's option, pay in cash or stock at the applicable Conversion Price, as Liquidated Damages to each holder of any Registrable Securities an amount equal to two percent (2%) per month or part thereof during the pendency of such Non-Registration Event, Event of the principal of the Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 10.4 shall be due and payable within five (5) business days after immediately upon demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the Holder holder pursuant to Section 9.2 8.2 of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 9.4 shall no longer accrue on the portion of the Purchase Price purchase price underlying the Mandatory Redemption Payment, from and after the date the Holder holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note to the extent that all the Common Stock included in the Registrable Securities and underlying the Securities is outstanding, there is less than 125% of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale not included in an effective registration statementstatement as of and after the Effective Date at the conversion prices in effect from and after the Effective Date.

Non-Registration Events. The Company and the Subscriber agree that the Seller will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above is not filed within 30 60 days after written request by the Holder and not declared effective by the Commission within 90 150 days after such request ([or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))], and maintained in the manner and within the time periods contemplated by Section 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 60 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 150 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or not declared effective on or before the sooner of the Effective DateDate (excepting any delay due to the failure of the Subscriber or Fund Manager to provide reasonably requested information), or within five business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 10.1(iv) will not be reviewed, or (iii) any registration statement described in Sections 10.1(i), 10.1(ii) or 10.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 10.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, the Company shall pay, at the Subscriber's option, in cash or stock at the applicable Conversion Pricecash, as Liquidated Damages to each holder of any Registrable Securities an amount equal to two percent (2%) percent per month or part thereof during the pendency of such Non-Registration Event, of the principal of the Notes issued in connection with the Initial Offering, whether or not converted, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 10.4 shall be due and payable within five (5) business days after demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the Holder pursuant to Section 9.2 of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note is outstandingafter the Effective Date, there is less than 125% of the amount of Common Shares necessary to allow full conversion of such Note the outstanding Notes at the then applicable Conversion Price registered for unrestricted resale in an effective registration statementstatement and the Company has failed to file a registration statement to cover the deficiency within thirty (30) days or such registration statement fails to become effective on or before the actual effective date of the registration statement described in Section 10.1(iv) sixty (60) days after such filing.

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above the Registration Statement is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, or (C) if the Registration Statement is not declared effective within five three (3) business days of receipt by the Company of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Section 10.1(ivSections 11.1(i) will or 11.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effectivestatement) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses (i), A) through (ii) and (iiiE) of this Section 10.4 11.4 is referred to herein as a "NonNON-Registration EventREGISTRATION EVENT"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two one percent (21%) per month for the first thirty days or part thereof during of the pendency of such Non-Registration EventEvent and two percent (2%) for each thirty (30) days or part thereof, thereafter of the principal Purchase Price of the Notes remaining unconverted and purchase price of Shares issued in connection with upon conversion of the Offering, whether or not converted, then Notes owned of record by such holder or issuable as of or subsequent which are subject to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 10.4 shall be due and Liquidated Damages payable within in connection with the initial forty-five (545) business days of a Non-Registration Event related to a Filing Date default shall not be payable provided the duration of such Non-Registration Event is fifteen (15) days or less. The Company must pay the Liquidated Damages in cash within ten (10) days after demand in immediately available fundsthe end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded from the Company filed by the Holder pursuant Filing Date but is withdrawn prior to Section 9.2 of this Subscription Agreementbeing declared effective by the Commission, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Paymentsuch Registration Statement will be deemed to have not been filed. It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less after the Actual Effective Date the Company has registered for unrestricted resale on behalf of the Subscriber fewer than 125% of the amount of Common Shares necessary to allow issuable upon full conversion of such Note at all sums due under the then applicable Conversion Price registered for unrestricted resale in an effective registration statementNotes and 100% of the Warrant Shares issuable upon exercise of the Warrants. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of the comments from the Commission. Failure to timely respond is a Non-Registration Event.

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above the Registration Statement is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or Date, (ii) is not declared effective on or before the sooner of the Effective Date, or (iii) the Registration Statement is not declared effective within five three (3) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (iv) if the registration statement described in Section 10.1(ivSections 11.1(i) will or 11.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiv) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effectivestatement) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses (i), (ii), (iii), (iv) and (iiiv) of this Section 10.4 11.4 is referred to herein as a "“Non-Registration Event"”), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two percent (2%) per month for each thirty (30) days or part thereof during the pendency of such Non-Registration Eventthereof, thereafter of the principal Purchase Price of the Notes remaining unconverted and purchase price of Shares issued in connection with upon conversion of the Offering, whether or not converted, then Notes owned of record by such holder or issuable as of or subsequent which are subject to the occurrence of such Non-Registration Event. Payments The Company must pay the Liquidated Damages, at the Company’s option, in cash or an amount equal to be made pursuant to this Section 10.4 two hundred percent of such cash Liquidated Damages if paid in additional shares of registered unlegended free-trading shares of Common Stock. Such Common Stock shall be due and payable within valued at a per share value equal to 75% of the average of the five (5) business lowest closing bid prices of the Common Stock as reported by Bloomberg L.P. for the twenty (20) trading days preceding the first day of each thirty (30) day or shorter period for which Liquidated Damages are payable. The Liquidated Damages must be paid within ten (10) days after demand in immediately available fundsthe end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written and accounting comments received from the Company by Commission relating to the Holder pursuant Registration Statement must be responded to Section 9.2 of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Paymentwithin ten (10) business days. It shall also be deemed Failure to timely respond is a Non-Registration Event if for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any time events or delays occurring as a Note is outstanding, there is less than 125% consequence of the amount acts or omissions of Common Shares necessary the Subscribers contrary to allow full conversion the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue or be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of such Note at Registrable Securities pursuant to Rule 144(k) under the then applicable Conversion Price registered for unrestricted resale in an effective registration statement1933 Act.

Non-Registration Events. The Company and the Subscriber agree that the Seller Sellers will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above the Registration Statement is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or Date, (B) the Registration Statement is not declared effective on or before the sooner of the Effective Date, or (C) the Registration Statement is not declared effective within five three (3) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Section 10.1(ivSections 11.1(i) will or 11.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effectivestatement) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 10.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two percent (2%) per month for each thirty (30) days or part thereof during the pendency of such Non-Registration Eventthereof, thereafter of the principal Purchase Price of the Notes remaining unconverted and purchase price of Shares issued in connection with upon conversion of the Offering, whether or not converted, then Notes owned of record by such holder or issuable as of or subsequent which are subject to the occurrence of such Non-Registration Event. Payments The Company must pay the Liquidated Damages in cash or an amount equal to be made pursuant to this Section 10.4 two hundred percent of such cash Liquidated Damages if paid in additional shares of registered unlegended free-trading Common Stock. Such Common Stock shall be due valued at a per share value equal to the Conversion Price then in effect and payable in the same manner as the Note. The Liquidated Damages must be paid within five ten (510) business days after demand in immediately available fundsthe end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written and accounting comments received from the Company by Commission relating to the Holder pursuant Registration Statement must be responded to Section 9.2 of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Paymentwithin ten (10) business days. It shall also be deemed Failure to timely respond is a Non-Registration Event if for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any time events or delays occurring as a Note is outstanding, there is less than 125% consequence of the amount acts or omissions of Common Shares necessary the Subscriber contrary to allow full conversion the obligations undertaken by Subscriber in this Agreement. Liquidated Damages will not accrue or be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of such Note at Registrable Securities pursuant to Rule 144(k) under the then applicable Conversion Price registered for unrestricted resale in an effective registration statement1933 Act.

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above the Registration Statement is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, or (C) the Registration Statement is not declared effective within five three (3) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Section 10.1(ivSections 11.1(i) will or 11.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effectivestatement) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 10.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continuethen until the Effective Date, the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages Damages, an amount equal to one percent (1%) for each holder of any Registrable Securities thirty (30) days or part thereof, and thereafter an amount equal to two percent (2%) per month for each thirty (30) days or part thereof during the pendency of such Non-Registration Event, thereafter of the principal Purchase Price of the Notes remaining unconverted and purchase price of Shares issued in connection with upon conversion of the Offering, whether or not converted, then Notes owned of record by such holder or issuable as of or subsequent which are subject to the occurrence of such Non-Registration Event. Payments The Company must pay the Liquidated Damages in cash or an amount equal to be made pursuant to this Section 10.4 two hundred percent of such cash Liquidated Damages if paid in additional shares of registered unlegended free-trading shares of Common Stock. Such Common Stock shall be due valued at a per share value equal to the Conversion Price then in effect and payable in the same manner as the Note. The Liquidated Damages must be paid within five ten (510) business days after demand in immediately available fundsthe end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written and accounting comments received from the Company by Commission relating to the Holder pursuant Registration Statement must be responded to Section 9.2 of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Paymentwithin ten (10) business days. It shall also be deemed Failure to timely respond is a Non-Registration Event if for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any time events or delays occurring as a Note is outstanding, there is less than 125% consequence of the amount acts or omissions of Common Shares necessary the Subscribers contrary to allow full conversion the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue or be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of such Note at Registrable Securities pursuant to Rule 144(k) under the then applicable Conversion Price registered for unrestricted resale in an effective registration statement1933 Act.

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above the Registration Statement is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, or (C) the Registration Statement is not declared effective within five three (3) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Section 10.1(ivSections 11.1(i) will or 11.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effectivestatement) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 10.4 11.4 is referred to herein as a "“Non-Registration Event"”), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two percent (2%) per month for each thirty (30) days or part thereof during the pendency of such Non-Registration Eventthereof, thereafter of the principal Purchase Price of the Notes remaining unconverted and purchase price of Shares issued in connection with upon conversion of the Offering, whether or not converted, then Notes owned of record by such holder or issuable as of or subsequent which are subject to the occurrence of such Non-Registration Event. Payments The Company must pay the Liquidated Damages in cash or an amount equal to be made pursuant to this Section 10.4 two hundred percent of such cash Liquidated Damages if paid in additional shares of registered unlegended free-trading shares of Common Stock. Such Common Stock shall be due and payable valued at the Conversion Price in affect on each thirtieth (30th) day or shorter period for which Liquidated Damages are payable. The Liquidated Damages must be paid within five ten (510) business days after demand in immediately available fundsthe end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral and written comments received from the Company by Commission relating to the Holder pursuant Registration Statement must be responded to Section 9.2 of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from within ten (10) business days and after the date the Holder receives the Mandatory Redemption Paymentaccounting comments must be responded to within twenty (20) business days. It shall also be deemed Failure to timely respond is a Non-Registration Event if for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any time events or delays occurring as a Note is outstanding, there is less than 125% consequence of the amount acts or omissions of Common Shares necessary the Subscribers contrary to allow full conversion the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue or be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of such Note at Registrable Securities pursuant to Rule 144(k) under the then applicable Conversion Price registered for unrestricted resale in an effective registration statement1933 Act.

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii11.1(iv) above is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv11.1(iv) is not filed on or before the Filing Date or is not declared effective on or before the sooner of the Effective Date, or within five ten (10) business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 10.1(iv11.1(iv) will not be reviewed, (ii) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iii) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not or more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 10.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two percent (2%) per month for each thirty days or part thereof thereof, of the Purchase Price of the Notes remaining unconverted and attributable to Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, during the pendency of such Non-Registration Event, of for the principal of the Notes issued in connection with the Offering, whether or not converted, then Registrable Securities owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event which are subject to such Non-Registration Event. Payments to be made pursuant to this Section 10.4 11.4 shall be payable in cash and due and payable within five ten (510) business days after demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the Holder pursuant to Section 9.2 end of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 125% of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale in an effective registration statementeach thirty (30) day period or part thereof.

Non-Registration Events. The Company NCT and the Subscriber agree that the Seller will suffer damages if any registration statement required under Section 10.1(i10.1(a) or 10.1(ii10.1(b) above is not filed within 30 days after written request by the Holder Seller and not declared effective by the Commission within 90 days after such request ([or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 S-1 or such other form described in Section 10.1(iv10.1(c))], and maintained in the manner and within the time periods contemplated by Section 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i10.1(a) or 10.1(ii10.1(b) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 S-1 or such other form described in Section 10.1(iv10.1(c) is not filed on or before the Filing Date or not declared effective on or before the sooner of the Effective Date, or within five ten business days of receipt by the Company NCT of a written or oral communication from the Commission that the registration statement described in Section 10.1(iv10.1(c) will not be reviewed, or (iii) any registration statement described in Sections 10.1(i10.1(a), 10.1(ii10.1(b) or 10.1(iv10.1(c) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days ("year" being defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 10.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, NCT and the Company shall pay, at the Subscriber's option, in cash or stock at the applicable Conversion Price, as Liquidated Damages to each holder of any Registrable Securities an amount equal to two percent (2%) percent per month or pro rata part thereof for each month or part thereof thereafter during the pendency of such Non-Registration Event, of the principal of the Notes issued in connection with the Offering, whether or not convertedInitial Offering and principal and interest of the Notes converted into NCT Shares, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 10.4 shall be due and payable within five ten (510) business days after demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the Holder Subscriber pursuant to Section 9.2 of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder Subscriber receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 125120% of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale in an effective registration statement.

Non-Registration Events. The Company and the Subscriber agree that the Seller will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above is not filed within 30 60 days after written request by the Holder and not declared effective by the Commission within 90 120 days after such request ([or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 S-3 or such other form described in Section 10.1(iv))], and maintained in the manner and within the time periods contemplated by Section 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 60 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 120 days after such request, or (ii) the registration statement on Form SB-2 S-3 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or not declared effective on or before the sooner of the Effective Date, or within five business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 10.1(iv) will not be reviewedreviewed ("No Review"), or (iii) any registration statement described in Sections 10.1(i), 10.1(ii) or 10.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 10.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, the Company shall pay, at the Subscriber's option, in cash or stock at the applicable Conversion Price, as Liquidated Damages to each holder of any Registrable Securities an amount equal to two percent (2%) percent for the first thirty days or part thereof and thereafter three (3%) percent per month thirty days or part thereof during the pendency of such Non-Registration Event, of (i) the principal of the Notes issued in connection with the Initial Offering, whether or not converted; (ii) the principal amount of Put Notes actually issued, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 10.4 shall be due and payable within five (5) business days after immediately upon demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the Holder pursuant to Section 9.2 of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 125% to the extent that all the Common Stock included in and issuable by virtue of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale Notes, Put Notes, Warrants and Registrable Securities is not included in an effective registration statementstatement as of and after the Effective Date at the Conversion Price in effect from and after the Effective Date. Except in a No-Review circumstance and provided the Company has filed the registration statement on or before the Filing Date, in the event the registration statement described in Section 10.1(iv) hereof is declared effective on or before 30 days after the Effective Date, Liquidated Damages arising from the Company's failure to obtain effectiveness on or before the Effective Date shall not be payable by the Company, nor shall such non-timely effectiveness be an Event of Default under Article III of the Note in connection only with such default. In any event, the Liquidated Damages, if payable in connection with up to the first thirty days after the Effective Date for the default described in the previous sentence, shall be limited to $10,000 to be apportioned among all Subscribers to the Initial Offering. It shall not be deemed a Non-Registration Event for the period of time that such Non-Registration Event directly results from the Subscriber's or Warrant Recipient's non-compliance with its obligations pursuant to this Agreement and there is no other cause or reason for the occurrence of a Non-Registration Event.

Non-Registration Events. The Company and the Subscriber agree agrees that the Seller Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 10.1(i11.1(i) or 10.1(ii11.1(ii) above is not filed within 30 60 days after written request by the Holder and not declared effective by the Commission within 90 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or Date, (B) the Registration Statement is not declared effective on or before the sooner of the required Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within five three (3) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Section 10.1(ivSections 11.1(i) will or 11.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 90 days after such written request, or (iiiE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within twenty-five (25) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 forty (45) days in the aggregate per year but not more than 20 consecutive calendar days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), A) through (ii) and (iiiE) of this Section 10.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two percent (2%) per month for each thirty (30) days (or part thereof during the pendency such lesser pro-rata amount for any period of such Non-Registration Event, less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Shares and Warrant Shares issued in connection with the Offering, whether or not converted, then owned upon conversion of record Notes and exercise of Warrants held by such holder or issuable as of or subsequent Subscriber which are subject to the occurrence of such Non-Registration Event. Payments to The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be made pursuant to this Section 10.4 shall be due and payable paid within five ten (510) business days after demand in immediately available fundsthe end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Company by Commission relating to the Holder pursuant Registration Statement must be satisfactorily responded to Section 9.2 within ten (10) business days after receipt of this Subscription Agreement, then comments from the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption PaymentCommission. It shall also be deemed Failure to timely respond to Commission comments is a Non-Registration Event if at any time a Note is outstanding, there is less than 125% for which Liquidated Damages shall accrue and be payable by the Company to the holders of the amount of Common Shares necessary to allow full conversion of such Note Registrable Securities at the then applicable Conversion Price registered for unrestricted resale in an effective registration statementsame rate and amounts set forth above calculated from the date the response was required to have been made.

Non-Registration Events. The Company and the Subscriber Subscribers agree that ------------------------ the Seller Sellers will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above is not filed within 30 days after written request by the Holder required Filing Date or Second Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the any registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the required Filing Date or the Second Filing Date, as applicable, (B) is not declared effective on or before the sooner of the Effective Date, or (C) the registration statement is not declared effective within five three (3) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 10.1(iv) will not be reviewedreviewed or that the Commission has no further comments, (D) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effectivestatement) for a period of time which shall exceed 30 20 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement registration statement is declared effective) (each such event referred to in clauses (i), A) through (ii) and (iiiE) of this Section 10.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two one and one-half percent (21.5%) per month for each thirty (30) days or part thereof during the pendency of such Non-Registration Eventthereof, thereafter of the principal Purchase Price of the Notes remaining unconverted and purchase price of Shares issued in connection with upon conversion of the Offering, whether or not converted, then Notes owned of record by such holder or issuable as of or subsequent which are subject to the occurrence of such Non-Registration Event. Payments to The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be made pursuant to this Section 10.4 shall be due and payable paid within five ten (510) business days after demand in immediately available fundsthe end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment registration statement is demanded filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed unless a new Registration Statement is filed within three business days. All oral or written comments received from the Company by Commission relating to the Holder pursuant registration statement must be satisfactorily responded to Section 9.2 within fifteen (15) days after receipt of this Subscription Agreement, then comments from the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption PaymentCommission. It shall also be deemed Failure to timely respond to Commission comments is a Non-Registration Event if for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any time events or delays occurring as a Note is outstanding, there is less than 125% consequence of the amount acts or omissions of Common Shares necessary the Subscribers contrary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale obligations undertaken by Subscribers in an effective registration statementthis Agreement. 11.5.

Non-Registration Events. The Company and the Subscriber agree that the Seller will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above 11.1 is not filed within 30 60 days after written request by the Holder and not declared effective by the Commission within 90 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) if the Registration Statement registration statement described in Sections 10.1(i) or 10.1(ii) Section 11.1 is not filed within 30 60 days of after such written request, or is not declared effective by the Commission on or prior to the date that is 90 within 120 days after such written request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or not declared effective on or before the sooner of the Effective Date, or within five business days of receipt by the Company of a written or oral communication from the Commission that the any registration statement described in Section 10.1(iv) will not be reviewed, or (iii) any registration statement described in Sections 10.1(i), 10.1(ii) or 10.1(iv) 11.1 is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not or more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iiiii) of this Section 10.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to one percent (1%) for the first thirty days or part thereof, and two percent (2%) per month for each thirty days or part thereof thereafter, of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and Finder's Fee Shares for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event, of the principal of the Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent Event which are subject to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 10.4 11.4 shall be payable in cash and due and payable within five ten (510) business days after demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the Holder pursuant to Section 9.2 end of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 125% of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale in an effective registration statementeach thirty (30) day period or part thereof.

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii11.1(iv) above is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv11.1(iv) is not filed on or before the Filing Date or is not declared effective on or before the sooner of the Effective Date, or within five three (3) business days of receipt by the Company of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (ii) if the registration statement described in Section 10.1(ivSections 11.1(i) will or 11.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iii) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not or more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 10.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two percent (2%) per month for each thirty days or part thereof of the Principal Amount of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid “Purchase Price” (as defined in the Warrants) of Warrant Shares for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event, of the principal of the Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent Event which are subject to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 10.4 11.4 shall be payable in cash and due and payable within five ten (510) business days after demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the Holder pursuant to Section 9.2 end of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 125% of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale in an effective registration statementeach thirty (30) day period or part thereof.

Non-Registration Events. The Company and the Subscriber agree that ----------------------- the Seller will suffer damages if any registration statement required under Section SECTION 10.1(i) or 10.1(ii) above is not filed within 30 sixty (60) days after written request by the Holder and not declared effective by the Commission within 90 one hundred twenty (120) days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement registration statement on Form SB-2 or such other form described in Section 10.1(ivto be filed pursuant to SECTION 10.1(ii)), and maintained in the manner and within the time periods contemplated by Section SECTION 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement registration statement described in Sections SECTIONS 10.1(i) or 10.1(ii) is not filed within 30 sixty (60) days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 one hundred twenty (120) days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or not declared effective on or before the sooner of the Effective Date, or within five business (5) days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 10.1(ivSECTION 10.1(ii) will not be reviewed, reviewed or (iii) any registration statement described in Sections SECTIONS 10.1(i), 10.1(ii) or 10.1(iv10.1(ii) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 thirty (30) days in the aggregate per year but not more than 20 twenty (20) consecutive calendar days (defined as a period of 365 three hundred sixty-five (365) days commencing on the date the Registration Statement registration statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section SECTION 10.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, the Company shall pay, at the Subscriber's option, pay in cash or stock at the applicable Conversion Price, as Liquidated Damages liquidated damages to each holder of any Registrable Securities an amount equal to two percent 1% per thirty (2%30) per month days for the first thirty (30) days or part thereof and 2% for each thirty (30) days or part thereof, thereafter, during the pendency of such Non-Registration Event, of the principal of the Notes issued in connection with the OfferingNote issued, whether or not converted, then converted owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section SECTION 10.4 shall be due and payable within five (5) business days after immediately upon demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the Holder pursuant to Section SECTION 9.2 of this Subscription Agreement, then the Liquidated Damages liquidated damages described in this Section SECTION 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 125to the extent that an amount equal to 120% of all the amount of Common Shares necessary to allow full conversion of such Note at Stock underlying the then applicable Conversion Price registered for unrestricted resale Registrable Securities is not included in an effective registration statementstatement as of and at any time after forty-five (45) days after the Effective Date, at the Conversion Prices in effect from and after the Effective Date.

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 10.1(i) or 10.1(ii) above the Registration Statement is not filed within 30 days after written request by the Holder Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, provided the Company has failed to reasonably and adequately respond to all oral or written comments made by the Commission as they relate to the Registration Statement, within five ten business days of the receipt by the Company or its counsel of such comments, (C) the Registration Statement is not declared effective within three (3) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Section 10.1(ivSections 11.1(i) will or 11.1(ii) is not be reviewedfiled within 60 days after such written request, or is not declared effective within 120 days after such written request, (iiiE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.1(iv11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effectivestatement) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) or more than 20 consecutive days, or (F) failure to file the Other Registration Statement within five days after the effectiveness of the registration statement to be filed in February, 2005 (each such event referred to in clauses (i), (ii) and (iii) A through F of this Section 10.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, then the Company shall pay, at deliver to the Subscriber's option, in cash or stock at the applicable Conversion Priceholder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two percent (2%) per month or part thereof during the pendency of such Non-Registration Eventfor each thirty (30) days on a daily, pro rata basis, of the principal Purchase Price of the Notes remaining unconverted and purchase price of Shares issued in connection with upon conversion of the Offering, whether or not converted, then Notes owned of record by such holder or issuable as of or subsequent which are subject to the occurrence of such Non-Registration Event. Payments The Company must pay the Liquidated Damages in cash or an amount equal to be made pursuant to this Section 10.4 two hundred percent of such cash Liquidated Damages if paid in additional shares of registered unlegended free-trading shares of Common Stock. Such Common Stock shall be due and payable valued at the Conversion Price in effect on each thirty (30) day or shorter period for which Liquidated Damages are payable. The Liquidated Damages must be paid within five ten (510) business days after demand in immediately available fundsthe end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written and accounting comments received from the Commission relating to the Registration Statement must be responded to within thirty (30) days. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by the Holder Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to Section 9.2 of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed 11.4 nor will a Non-Registration Event if at any time a Note is outstanding, there is less than 125% be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale in an effective registration statement1933 Act.

Non-Registration Events. The Company and the Subscriber Subscribers agree that the Seller Sellers will suffer damages if the Registration Statement is not declared effective by the Commission by the Effective Date, and any registration statement required under Section 10.1(i11.1(iv) or 10.1(ii11.1(v) above is not filed within 30 90 days after written request by the Holder and not declared effective by the Commission within 90 150 days after such request (or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 10.1(iv))request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the any Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 10.1(iv) is not filed on or before the Filing Date or not declared effective on or before the sooner required Effective Date (notwithstanding the use by the Company of its best efforts to procure such effectiveness), (B) due to the action or inaction of the Effective Date, or Company the Registration Statement is not declared effective within five three (3) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (C) if the registration statement described in Section 10.1(ivSections 11.1(iv) will or 11.1(v) is not be reviewedfiled within 90 days after such written request, or is not declared effective within 150 days after such written request, or (iiiD) any registration statement described in Sections 10.1(iSection 11.1(i), 10.1(ii11.1(iv) or 10.1(iv11.1(v) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate two periods per year but not more than 20 consecutive calendar days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effectiveActual Effective Date) of twenty (20) consecutive days (each such event referred to in clauses (i), (ii) and (iii) A through D of this Section 10.4 11.4 is referred to herein as a "Non-Registration Event"), thenthen the Company shall deliver to the holder of Registrable Securities, for so long as Liquidated Damages, an amount equal to one percent (1%) of the principal amount of the outstanding Notes and purchase price of Shares and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscriber which are subject to such Non-Registration Event for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) up to but not exceeding 18% of such sum in the aggregate. In no event whatsoever shall continuethe amount of such Liquidated Damages exceed such 18% cap in the aggregate, nor shall liquidated damages accrue simultaneously under Clauses A, B, C and D of this Section 11.4 for the same Non-Registration Event (that is, there shall be no double-penalty for the same circumstances as to which a penalty has been applied for breach of one of those clauses). The Company shall paymust pay the Liquidated Damages in cash or, at the Subscriber's optionCompany’s election, in cash or stock at Common Stock of the applicable Conversion PriceCompany valued, for such purposes, as hereinafter set forth. The Liquidated Damages to each holder of any Registrable Securities an amount equal to two percent must be paid within ten (2%) per month or part thereof during the pendency of such Non-Registration Event, of the principal of the Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 10.4 shall be due and payable within five (510) business days after demand in immediately available fundsthe end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Company Commission relating to the Registration Statement must be satisfactorily responded to by the Holder pursuant Company as promptly as is reasonably practicable after receipt of comments from the Commission. Notwithstanding anything to the contrary contained in this Subscription Agreement or any other Transaction Document, the remedies set forth in this Section 9.2 11.4 shall be the exclusive remedies for breach of Sections 11.1 through 11.4 of this Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 125% of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale in an effective registration statement.