Common use of Non-Registration Events Clause in Contracts

Non-Registration Events. The Company and the Investors agree that the Investors will suffer damages if the Registration Statement is not filed by the Required Filing Date and not declared effective by the SEC by the Required Effective Date or if, after it is declared effective, its effectiveness is not maintained in the manner and within the time periods contemplated by Section 7.1(a), and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or before the Required Filing Date, (B) the Registration Statement is not declared effective on or before the Required Effective Date, (C) the Registration Statement is not declared effective within five (5) Trading Days after receipt by the Company or its attorneys of a written or oral communication from the SEC that the Registration Statement will not be reviewed or that the SEC has no further comments, (D) any registration statement described in Section 7.1(a) is declared effective, but shall thereafter cease to be effective during the Effectiveness Period for a period of time which shall exceed 20 days in the aggregate per year (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses A through D of this Section 7.1(d), a “Non-Registration Event”), then the Company shall deliver to the Investors, as liquidated damages (“Liquidated Damages”), an amount equal to one percent (1.0%) of the Purchase Price of the Purchased Shares owned of record by such holder on the first business day after the Non-Registration Event and for each subsequent thirty (30) day period (pro rata for any period less than thirty days) which are subject to such Non-Registration Event. The maximum aggregate Liquidated Damages payable to the Investors under this Agreement shall be six percent (6.0%) of the aggregate Purchase Price paid by the Investor pursuant to this Agreement. The Company must pay the Liquidated Damages in cash. In the event a Registration Statement is filed by the Required Filing Date, but is withdrawn prior to being declared effective by the SEC without the consent of Investors holding a majority of the Registrable Shares, then such Registration Statement will be deemed to have not been filed.

Non-Registration Events. The Company and the Investors Subscribers agree that the Investors Sellers will suffer damages if the Registration Statement is not filed by the Required Filing Date and not declared effective by the SEC Commission by the Required Effective Date or ifDate, after it is declared effective, its effectiveness is not and maintained in the manner and within the time periods contemplated by Section 7.1(a)10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (Ai) the Registration Statement is not filed on or before the Required Filing Date, (Bii) the Registration Statement is not declared effective on or before the Required Effective Date, or (Ciii) the Registration Statement is not declared effective within five three (53) Trading Days business days after receipt by the Company or its attorneys of a written or oral communication from the SEC Commission that the Registration Statement will not be reviewed or that the SEC Commission has no further comments, or (Div) any registration statement described in Section 7.1(a) the Registration Statement is filed and declared effective, effective but shall thereafter cease to be effective during the Effectiveness Period (without being succeeded within ten (10) business days by an effective replacement or amended registration statement) for a period of time which shall exceed 20 30 days in the aggregate per year (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 A through D (i), (ii), (iii) and (iv) of this Section 7.1(d), 10.4 is referred to herein as a “"Non-Registration Event”"), then for each thirty (30) days of the pendency of such Non-Registration Event, the Company shall deliver to the Investorsholder of Registrable Securities, as liquidated damages (“Liquidated Damages”), an amount equal to one percent (1.01%) of the Purchase Price of the Purchased Shares and Warrant Shares owned of record by such holder on as of and during the first business day after the pendency of such Non-Registration Event and for each subsequent thirty (30) day period (pro rata for any period less than thirty days) which are subject to such Non-Registration Event. The maximum aggregate Liquidated Damages payable to in connection with an Effective Date related Non-Registration Event described in Section 10.4(ii) above will be waived if the Investors under this Agreement shall be six actual effective date of the Registration Statement occurs within thirty (30) days after the Effective Date and may not exceed ten percent (6.010%) of in the aggregate Purchase Price paid by the Investor pursuant to this Agreementaggregate. The Company must pay the Liquidated Damages in cashcash 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 Required Filing Date, Date but is withdrawn prior to being declared effective by the SEC without the consent of Investors holding a majority of the Registrable SharesCommission, then such Registration Statement will be deemed to have not been filed.

Non-Registration Events. The Company and the Investors agree that the Investors will suffer damages if the Registration Statement is not filed by the Required Filing Date and not declared effective by the SEC by the Required Effective Date or if, after it is declared effective, its effectiveness is not maintained in the manner and within the time periods contemplated by Section 7.1(a), and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if If (Ai) the Registration Statement registration statement on Form S-3 or such other form as described in Section 9.1(a) is not filed on or before the Required Filing Date, (B) the Registration Statement is Date or not declared effective on or before the Required sooner of the Effective Date, (C) the Registration Statement is not declared effective or within five (5) Trading Days after three business days of receipt by the Company or its attorneys of a written or oral communication from the SEC that the Registration Statement will not be reviewed or that the SEC has no further comments, (D) any registration statement described in Section 7.1(a9.1(a) will not be reviewed, or (iii) if the registration statement described in Section 9.1(a) is filed and declared effective, effective but shall thereafter cease to be effective during the Effectiveness Period (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 20 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 A through D of this Section 7.1(d), 9.4 is referred to herein as a “Non-Registration Event”), then then, for so long as such Non-Registration Event shall continue, the Company shall deliver pay in cash as Liquidated Damages to the Investors, as liquidated damages (“Liquidated Damages”), each holder of any Registrable Securities an amount equal to one percent (1.01%) per month (prorated accordingly for parts thereof) during the pendency of such Non-Registration Event of the Purchase Price Stated Value of the Purchased Shares Preferred Stock issued in connection with the Offering, whether or not converted, then owned of record by such holder on or issuable as of or subsequent to the first business day after the Non-Registration Event and for each subsequent thirty (30) day period (pro rata for any period less than thirty days) which are subject to occurrence of such Non-Registration Event. The maximum aggregate Liquidated Damages payable to , but no in event more than 130% the Investors under this Agreement shall be six percent (6.0%) unpaid Stated Value of the aggregate Purchase Price paid by the Investor Preferred Stock. Payments to be made pursuant to this AgreementSection shall be due and payable immediately upon demand in immediately available funds. The It shall be deemed a Non-Registration Event to the extent that all the Common Stock included in the Registrable Securities and underlying the Securities is not included in an effective registration statement as of and after the Effective Date at the conversion prices in effect from and after the Effective Date. Failure by the Company must to pay the Liquidated Damages in cash. In the event a Registration Statement is filed by the Required Filing Date, but is withdrawn prior to being declared effective by the SEC without the consent of Investors holding a majority of the Registrable Shares, then such Registration Statement will as and when due shall be deemed to have not been filed.an Event of Default for the purposes of this Section 9.4

Non-Registration Events. The Company and the Investors Subscribers agree that the Investors Sellers will suffer damages if any registration statement required under Section 11.1(i) (the "Registration Statement Statement") is not filed by the Required within 45 days after written request ("Filing Date Date") and not declared effective by the SEC by the Required Commission within 90 days after such request ("Effective Date or ifDate"), after it is declared effective, its effectiveness is not and maintained in the manner and within the time periods contemplated by Section 7.1(a)11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or before the Required Filing Date, (B) the Registration Statement is not declared effective on or before the Required Effective Date, (C) the Registration Statement is not declared effective within five three (53) Trading Days business days after receipt by the Company or its attorneys of a written or oral communication from the SEC Commission that the Registration Statement will not be reviewed or that the SEC Commission has no further comments, or (D) any registration statement described in Section 7.1(a) if the Registration Statement is filed and declared effective, effective but shall thereafter cease to be effective during the Effectiveness Period (without being succeeded within fifteen (15) business days by an effective replacement or amended registration statement) for a period of time which shall exceed 20 30 days in the aggregate per year (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each or more than 20 consecutive days. Each such event referred to in clauses A through D (A), (B), (C) and (D) of this Section 7.1(d), 11.4 is referred to herein as a “"Non-Registration Event”), then ". All oral or written and accounting comments received from the Company shall deliver Commission relating to the Investors, as liquidated damages Registration Statement must be responded to within ten (“Liquidated Damages”), an amount equal 10) business days. Failure to one percent (1.0%) of the Purchase Price of the Purchased Shares owned of record by such holder on the first business day after the Non-Registration Event and for each subsequent thirty (30) day period (pro rata for any period less than thirty days) which are subject to such timely respond is a Non-Registration Event. The maximum aggregate Liquidated Damages payable Notwithstanding the foregoing, the Company shall not be liable to the Investors Subscriber under this Agreement shall be six percent (6.0%) Section 11.4 for any events or delays occurring as a consequence of the aggregate Purchase Price paid acts or omissions of the Subscribers contrary to the obligations undertaken by the Investor pursuant to Subscribers in this Agreement. The Company must pay the Liquidated Damages in cash. In the event a A Non-Registration Statement is filed by the Required Filing Date, but is withdrawn prior to being declared effective by the SEC without the consent of Investors holding a majority of the Registrable Shares, then such Registration Statement Event will not be deemed to have not been filedoccurred 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 Investors Subscribers agree that the Investors Sellers will suffer damages if the Registration Statement is not filed by the Required Filing Date and not declared effective by the SEC Commission by the Required Effective Date or ifDate, after it is declared effective, its effectiveness and any registration statement required under Section 11.1(ii) is not filed within 30 days after written request and declared effective by the Commission within 90 days after such request, and maintained in the manner and within the time periods contemplated by Section 7.1(a)11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or before the Required Filing Date, (B) the Registration Statement is not declared effective on or before the Required Effective Date, (C) the Registration Statement is not declared effective within five three (53) Trading Days business days after receipt by the Company or its attorneys of a written or oral communication from the SEC Commission that the Registration Statement will not be reviewed or that the SEC Commission has no further comments, (D) if the registration statement described in Sections or 11.1(ii) is not filed within 30 days after such written request, or is not declared effective within 90 days after such written request, or (E) any registration statement described in Section 7.1(aSections 11.1(i) or 11.1(ii) or is filed and declared effective, effective but shall thereafter cease to be effective during the Effectiveness Period (without being succeeded within fifteen (15) business days by an effective replacement or amended registration statement) for a period of time which shall exceed 20 30 days in the aggregate per year (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 A through D E of this Section 7.1(d), 11.4 is referred to herein as a “"Non-Registration Event”"), then the Company shall deliver to the Investorsholder of Registrable Securities, as liquidated damages (“Liquidated Damages”), an amount equal to one percent (1.01%) for each thirty (30) days or part thereof, thereafter of the Purchase Price of the Purchased Shares owned of record Notes acquired by such holder on the first business day after the Non-Registration Event and for each subsequent thirty (30) day period (pro rata for any period less than thirty days) which are subject to such Non-Registration Event. The maximum aggregate Liquidated Damages payable to the Investors under this Agreement shall be six percent (6.0%) of the aggregate Purchase Price paid by the Investor pursuant to this Agreementhereunder. The Company must pay the Liquidated Damages in cashcash or an amount equal to one hundred and fifty percent (150%) of such cash Liquidated Damages if paid in additional shares of registered unlegended free-trading shares of Common Stock. Such Common Stock shall be valued at a per share value equal to the average of the five (5) 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 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 Required Filing Date, Date but is withdrawn prior to being declared effective by the SEC without the consent of Investors holding a majority of the Registrable SharesCommission, 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 ten (10) business days. Failure to timely respond to Commission comments 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 same rate set forth above. The Company and Subscribers agree that they will extend the date on which liquidated damages begin for up to 45 days if the delay in the Effective Date is due to any review undertaken by the SEC and the Company has demonstrated that it has used its best efforts in filing the registration statement and responding to the SEC. 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 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 Investors Purchaser agree that the Investors Seller will suffer damages if the Registration Statement any registration statement required under Section 9.1(d) above is not filed by the Required Filing Date and not declared effective by the SEC by on or before the Required Effective Date or ifDate, after it is declared effective, its effectiveness is not and maintained in the manner and within the time periods contemplated by Section 7.1(a)9 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (Athe registration statement on Form S-3 or such other form as described in Section 9.1(d) the Registration Statement is not filed on or before the Required Filing Date, (B) the Registration Statement is not declared effective on or before the Required sooner of the Effective Date, (C) the Registration Statement is not declared effective or within five (5) Trading Days after days of receipt by the Company or its attorneys of a written or oral communication from the SEC that the Registration Statement registration statement described in Section 9.1(d) will not be reviewed reviewed, or that the SEC has no further comments, (Dii) any registration statement described in Section 7.1(a9.1(d) is filed and declared effective, effective but shall thereafter cease to be effective during the Effectiveness Period (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 20 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 A through D of this Section 7.1(d), 9.4 is referred to herein as a “"Non-Registration Event”"), then then, for so long as such Non-Registration Event shall continue, (i) the Company shall deliver pay in cash as Liquidated Damages to the Investors, as liquidated damages (“Liquidated Damages”), each holder of any Registrable Securities an amount equal to one two percent (1.02%) per month or part thereof during the pendency of such Non-Registration Event of the Purchase Price principal of the Purchased Shares Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder on or issuable as of or subsequent to the first business day after the occurrence of such Non-Registration Event and (ii) the Conversion Price as defined in Section 2.1 of the Notes shall be reduced by 10% for each subsequent thirty (30) -day period (pro rata for any period less than thirty days) which are subject to such Non-following the Effective Date that the Registration Event. The maximum aggregate Liquidated Damages payable to the Investors under this Agreement shall be six percent (6.0%) of the aggregate Purchase Price paid Statement is not declared effective by the Investor SEC. Payments to be made pursuant to this Agreement. The Company must pay the Liquidated Damages Section shall be due and payable immediately upon demand in cashimmediately available funds. In the event a Registration Statement Mandatory Redemption Payment is filed demanded from the Company by the Required Filing Dateholder pursuant to Section 8.2 of this Agreement, but is withdrawn prior to being declared effective by then the SEC without Liquidated Damages described in this Section 9.4 shall no longer accrue on the consent of Investors holding a majority portion of the Registrable Sharespurchase price underlying the Mandatory Redemption Payment, then such Registration Statement will from and after the date the holder receives the Mandatory Redemption Payment. It shall be deemed a Non-Registration Event to have the extent that all the Common Stock included in the Registrable Securities and underlying the Securities is not been filedincluded in an effective registration statement 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 Investors agree that the Investors will suffer damages if the Registration Statement is not filed by the Required Filing Date and not declared effective by the SEC by the Required Effective Date or if, after it is declared effective, its effectiveness is not maintained in the manner and within the time periods contemplated by Section 7.1(a), and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if If (Ai) the Registration Statement described in Section 9.1(a) is not filed on or before the Required Filing Date, (B) the Registration Statement is Date or not declared effective on or before the Required sooner of the Effective Date, (C) the Registration Statement is not declared effective or within five (5) Trading Days after days of receipt by the Company or its attorneys of a written or oral communication from the SEC that the Registration Statement registration statement described in Section 9.1(d) will not be reviewed reviewed, or that the SEC has no further comments, (Diii) any registration statement described in Section 7.1(a9.1(a) or (d) is filed and declared effective, effective but shall thereafter cease to be effective during the Effectiveness Period (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 20 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 A through D of this Section 7.1(d), 9.4 is referred to herein as a “"Non-Registration Event”"), then then, for so long as such Non-Registration Event shall continue, the Company shall deliver pay in cash as Liquidated Damages to the Investors, as liquidated damages (“Liquidated Damages”), each holder of any Registrable Securities an amount equal to one percent (1.01%) per month or part thereof for the first two months and two percent (2%) per month thereafter during the pendency of such Non-Registration Event of the Purchase Price principal of the Purchased Shares Note issued in connection with the Offering, whether or not converted, then owned of record by such holder on or issuable as of or subsequent to the first business day after the Non-Registration Event and for each subsequent thirty (30) day period (pro rata for any period less than thirty days) which are subject to occurrence of such Non-Registration Event. The maximum aggregate Liquidated Damages payable Payments to the Investors under this Agreement shall be six percent (6.0%) of the aggregate Purchase Price paid by the Investor made pursuant to this Agreement. The Company must pay the Liquidated Damages Section shall be due and payable immediately upon demand in cashimmediately available funds. In the event a Registration Statement Mandatory Redemption Payment is filed demanded from the Company by the Required Filing Dateholder pursuant to Section 8.2 of this Agreement, but is withdrawn prior to being declared effective by then the SEC without Liquidated Damages described in this Section 9.4 shall no longer accrue on the consent of Investors holding a majority portion of the Registrable Sharespurchase price underlying the Mandatory Redemption Payment, then such Registration Statement will from and after the date the holder receives the Mandatory Redemption Payment. It shall be deemed a Non-Registration Event to have the extent that all the Common Stock included in the Registrable Securities and underlying the Securities is not been filedincluded in an effective registration statement 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 Investors Subscribers agree that the Investors Sellers will suffer damages if the any Registration Statement is not filed by the Required Filing Date and not declared effective by the SEC Commission by the Required Effective Date or ifDate, after it is declared effective, its effectiveness and any registration statement required under Section 11.1 is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 7.1(a)11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the any Registration Statement is not filed on or before the Required Filing Date, (B) the Registration Statement is not declared effective on or before the Required Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within five three (53) Trading Days business days after receipt by the Company or its attorneys of a written or oral communication from the SEC Commission that the any Registration Statement will not be reviewed or that the SEC Commission has no further comments, (D) if the registration statement described in Sections 11.1 is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (E) any registration statement described in Section 7.1(a) Sections 11 is filed and declared effective, effective but shall thereafter cease to be effective during the Effectiveness Period without being succeeded within fifteen (15) business days by an effective replacement or amended Registration Statement or for a period of time which shall exceed 20 thirty (30) days in the aggregate per year (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 A through D E of this Section 7.1(d), 11.4 is referred to herein as a “"Non-Registration Event”"), then the Company shall deliver to the Investorsholder of Registrable Securities, as liquidated damages (“Liquidated Damages”), an amount equal to one two percent (1.02%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price Principal Amount of the Purchased outstanding Notes and purchase price of Shares issued upon conversion of the Notes owned of record by such holder on the first business day after the Non-Registration Event and for each subsequent thirty (30) day period (pro rata for any period less than thirty days) which are subject to such Non-Registration Event. The maximum aggregate Liquidated Damages payable to the Investors under this Agreement shall be six percent (6.0%) of the aggregate Purchase Price paid by the Investor pursuant to this Agreement. The Company must may pay the Liquidated Damages in cash. The maximum amount of Liquidated Damages payable in connection with Non-Registration Event may not exceed twenty-four percent (24%). 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 Required Filing Date, Date but is withdrawn prior to being declared effective by the SEC without the consent of Investors holding a majority of the Registrable SharesCommission, then such Registration Statement will be deemed to have not been filedfiled and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within fifteen (15) 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 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 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 Investors Subscribers agree that the Investors Sellers will suffer damages if the Registration Statement is not filed by the Required Filing Date and not declared effective by the SEC Commission by the Required Effective Date or ifDate, after it is declared effective, its effectiveness is not and maintained in the manner and within the time periods contemplated by Section 7.1(a)10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (Ai) the Registration Statement is not filed on or before the Required Filing Date, (Bii) the Registration Statement is not declared effective on or before the Required Effective Date, or (Ciii) the Registration Statement is not declared effective within five (5) Trading Days business days after receipt by the Company or its attorneys of a written or oral communication from the SEC Commission that the Registration Statement will not be reviewed or that the SEC Commission has no further comments, or (Div) any registration statement described in Section 7.1(a) the Registration Statement is filed and declared effective, effective but shall thereafter cease to be effective during the Effectiveness Period (without being succeeded within ten (10) business days by an effective replacement or amended registration statement) for a period of time which shall exceed 20 30 days in the aggregate per year (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 A through D (i), (ii), (iii) and (iv) of this Section 7.1(d), 10.4 is referred to herein as a “"Non-Registration Event”"), then for each thirty (30) days of the pendency of such Non-Registration Event, the Company shall deliver to the Investorsholder of Registrable Securities, as liquidated damages (“Liquidated Damages”), an amount equal to one and one-half percent (1.01.5%) of the Purchase Price of the Purchased Shares and Warrant Shares owned of record by such holder on as of and during the first business day after the pendency of such Non-Registration Event and for each subsequent thirty (30) day period (pro rata for any period less than thirty days) which are subject to such Non-Registration Event. The maximum aggregate Liquidated Damages payable to in connection with a Filing Date Non-Registration Event will be waived if the Investors under this Agreement shall be six percent Actual Filing Date occurs within forty five (6.0%45) of days after the aggregate Purchase Price paid by the Investor pursuant to this AgreementClosing Date. The Company must pay the Liquidated Damages in cashcash 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 Required Filing Date, Date but is withdrawn prior to being declared effective by the SEC without the consent of Investors holding a majority of the Registrable SharesCommission, then such Registration Statement will be 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 fifteen (15) business days. Failure to timely respond is a Non-Registration Event for which Liquidated Damages will accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above.

Non-Registration Events. The Company and the Investors agree that the Investors will suffer damages if If (i) the Registration Statement described in Section 9.1(a) is not filed by the Required Filing Date and within 30 days of such written request, or is not declared effective by the SEC by on or prior to the Required Effective Date date that is 90 days after such request, or if, after it is declared effective, its effectiveness is not maintained in the manner and within the time periods contemplated by Section 7.1(a), and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (Aii) the Registration Statement registration statement on Form SB-2 or such other form as described in Section 9.1(d) is not filed on or before the Required Filing Date, (B) the Registration Statement is Date or not declared effective on or before the Required sooner of the Effective Date, (C) the Registration Statement is not declared effective or within five (5) Trading Days after days of receipt by the Company or its attorneys of a written or oral communication from the SEC that the Registration Statement registration statement described in Section 9.1(d) will not be reviewed reviewed, or that the SEC has no further comments, (Diii) any registration statement described in Section 7.1(a9.1(a) or (d) is filed and declared effective, effective but shall thereafter cease to be effective during the Effectiveness Period (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 20 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 A through D of this Section 7.1(d), 9.4 is referred to herein as a “"Non-Registration Event”"), then then, for so long as such Non-Registration Event shall continue, the Company shall deliver pay in cash as Liquidated Damages to the Investors, as liquidated damages (“Liquidated Damages”), each holder of any Registrable Securities an amount equal to one two percent (1.02%) per month or part thereof during the pendency of such Non-Registration Event of the Purchase Price principal of the Purchased Shares Note issued in connection with the Offering, whether or not converted, then owned of record by such holder on or issuable as of or subsequent to the first business day after the Non-Registration Event and for each subsequent thirty (30) day period (pro rata for any period less than thirty days) which are subject to occurrence of such Non-Registration Event. The maximum aggregate Liquidated Damages payable Payments to the Investors under this Agreement shall be six percent (6.0%) of the aggregate Purchase Price paid by the Investor made pursuant to this Agreement. The Company must pay the Liquidated Damages Section shall be due and payable immediately upon demand in cashimmediately available funds. In the event a Registration Statement Mandatory Redemption Payment is filed demanded from the Company by the Required Filing Dateholder pursuant to Section 8.2 of this Agreement, but is withdrawn prior to being declared effective by then the SEC without Liquidated Damages described in this Section 9.4 shall no longer accrue on the consent of Investors holding a majority portion of the Registrable Sharespurchase price underlying the Mandatory Redemption Payment, then such Registration Statement will from and after the date the holder receives the Mandatory Redemption Payment. It shall be deemed a Non-Registration Event to have the extent that all the Common Stock included in the Registrable Securities and underlying the Securities is not been filedincluded in an effective registration statement as of and after the Effective Date at the conversion prices in effect from and after the Effective Date.

Non-Registration Events. The Company Borrower and the Investors Holder agree that the Investors Holder will suffer damages if the Registration Statement any registration statement required under Section 3.1(a) above is not filed within 60 days after written request by the Required Filing Date holder and not declared effective by the SEC by the Required Effective Date or ifwithin 180 days after such filing, after it is declared effective, its effectiveness is not and maintained in the manner and within the time periods contemplated by Section 7.1(a)Article 3 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (Ai) the Registration Statement described in Section 3.1(a) is not filed within 60 days of such written request, or is not declared effective by the SEC on or prior to the date that is 180 days after such filing, or (ii) the registration statement described in Section 3.1(b) is not filed on or before the Required Filing Date, (B) the Registration Statement is Date or not declared effective on or before the Required sooner of the Effective Date, (C) the Registration Statement is not declared effective or within five (5) Trading Days after days of receipt by the Company or its attorneys Borrower of a written or oral communication from the SEC that the Registration Statement registration statement described in Section 3.1(b) will not be reviewed reviewed, or that the SEC has no further comments, (Diii) any registration statement described in Section 7.1(a3.1(a) or (b) is filed and declared effective, effective but shall thereafter cease to be effective during the Effectiveness Period (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 20 60 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 A through D of this Section 7.1(d), 3.4 is referred to herein as a “"Non-Registration Event”"), then then, for so long as such Non-Registration Event shall continue, the Company Borrower shall deliver pay in cash as Liquidated Damages to the Investors, as liquidated damages (“Liquidated Damages”), each holder of any Registrable Securities an amount equal to one percent (1.01%) per month or part thereof during the pendency of such Non-Registration Event of the Purchase Price principal of the Purchased Shares this Note, whether or not converted, then owned of record by such holder on or issuable as of or subsequent to the first business day after the Non-Registration Event and for each subsequent thirty (30) day period (pro rata for any period less than thirty days) which are subject to occurrence of such Non-Registration Event. The maximum aggregate Liquidated Damages payable Payments to the Investors under this Agreement shall be six percent (6.0%) of the aggregate Purchase Price paid by the Investor made pursuant to this Agreement. The Company must pay Section shall be paid at the Borrower's option at the end of any such month in (x) cash by payment of immediately available funds or (y) by adding the aggregate amount us such Liquidated Damages in cash. In to the event a Registration Statement is filed by the Required Filing Date, but is withdrawn prior to being declared effective by the SEC without the consent of Investors holding a majority principal amount of the Registrable Shares, then such Registration Statement will Note. It shall be deemed a Non-Registration Event to have the extent that all the Common Stock included in the Registrable Securities and underlying the Securities is not been filedincluded in an effective registration statement 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 Investors agree that the Investors will suffer damages if the Registration Statement is not filed by the Required Filing Date and not declared effective by the SEC by the Required Effective Date or if, after it is declared effective, its effectiveness is not maintained in the manner and within the time periods contemplated by Section 7.1(a), and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if If (Ai) the Registration Statement described in Section 9.1(a) is not filed on or before the Required Filing Date, (B) the Registration Statement is Date or not declared effective on or before the Required sooner of the Effective Date, (C) the Registration Statement is not declared effective or within five (5) Trading Days after three business days of receipt by the Company or its attorneys of a written or oral communication from the SEC that the Registration Statement will not be reviewed or that the SEC has no further comments, (D) any registration statement described in Section 7.1(a9.1(a) will not be reviewed, or (ii) if the registration statement described in Section 9.1(a) is filed and declared effective, effective but shall thereafter cease to be effective during the Effectiveness Period (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 20 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 A through D of this Section 7.1(d9.4 is referred to herein as a "NON-REGISTRATION EVENT"), a “then, for so long as such Non-Registration Event”)Event shall continue, then the Company shall deliver pay in cash as Liquidated Damages to the Investors, as liquidated damages (“Liquidated Damages”), each holder of any Registrable Securities an amount equal to one percent (1.01%) per month (prorated for partial periods) during the pendency of such Non-Registration Event of the Purchase Price principal of the Purchased Shares Note issued in connection with the Offering, whether or not converted, then owned of record by such holder on or issuable as of or subsequent to the first business day after the Non-Registration Event and for each subsequent thirty (30) day period (pro rata for any period less than thirty days) which are subject to occurrence of such Non-Registration Event. The maximum aggregate Liquidated Damages payable Payments to the Investors under this Agreement shall be six percent (6.0%) of the aggregate Purchase Price paid by the Investor made pursuant to this Agreement. The Company must pay the Liquidated Damages Section shall be due and payable immediately upon demand in cashimmediately available funds. In the event a Registration Statement Mandatory Redemption Payment is filed demanded from the Company by the Required Filing Dateholder pursuant to Section 8.2 of this Agreement, but is withdrawn prior to being declared effective by then the SEC without Liquidated Damages described in this Section 9.4 shall no longer accrue on the consent of Investors holding a majority portion of the Registrable Sharespurchase price underlying the Mandatory Redemption Payment, then such Registration Statement will from and after the date the holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event to have the extent that all the Common Stock included in the Registrable Securities and underlying the Securities is not been filedincluded in an effective registration statement 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 Investors Subscribers agree that the Investors Subscribers will suffer damages if the Registration Statement is not filed by the Required Filing Date and not declared effective by the SEC Commission by the Required Effective Date or if, after it is declared effective, its effectiveness is not maintained in the manner and within the time periods contemplated by Section 7.1(a)Date, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (Ai) the Registration Statement is not filed on or before the Required Filing Date, (B) the Registration Statement Date or is not declared effective on or before the Required sooner of the Effective Date, or within three (C3) the Registration Statement is not declared effective within five (5) Trading Days after business days of receipt by the Company or its attorneys of a written or oral communication from the SEC Commission that the Registration Statement will not be reviewed reviewed, or that the SEC has no further comments, (Dii) any registration statement described in Section 7.1(aSections 11.1(i) is filed and declared effective, effective but shall thereafter cease to be effective during the Effectiveness Period (without being succeeded within ten (10) business days by an effective replacement or amended registration statement) for a period of time which shall exceed 20 30 days in the aggregate per year (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 A through D (i) and (ii) of this Section 7.1(d), 11.4 is referred to herein as a “Non-Registration Event”), then the Company shall deliver to the Investorsholder of Registrable Securities, as liquidated damages (“Liquidated Damages”)damages, an amount equal to one percent (1.01%) for each thirty days or part thereof of the Purchase Price of the Purchased 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 on as of and during the first business day after the pendency of such Non-Registration Event and for each subsequent thirty (30) day period (pro rata for any period less than thirty days) which are subject to such Non-Registration Event. The maximum aggregate Liquidated Damages payable to the Investors under this Agreement shall be six percent (6.0%) of the aggregate Purchase Price paid by the Investor pursuant to this Agreement. The Company must pay the Liquidated 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 in cashare payable. In the event a Registration Statement is filed by the Required Filing Date, Date but is withdrawn prior to being declared effective by the SEC without the consent of Investors holding a majority of the Registrable SharesCommission, then such Registration Statement will be deemed to have not been filed.

Non-Registration Events. The Company and the Investors Subscribers agree that the Investors Sellers will suffer damages if the any Registration Statement is not filed by the Required Filing Date and not declared effective by the SEC Commission by the Required Effective Date Date, and any registration statement required under Section 11.1(i) or if, after it is declared effective, its effectiveness 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 7.1(a)11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the any Registration Statement is not filed on or before the Required Filing Date, (B) the Registration Statement is not declared effective on or before the Required Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within five three (53) Trading Days business days after receipt by the Company or its attorneys of a written or oral communication from the SEC Commission that the any Registration Statement will not be reviewed or that the SEC 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 (E) any registration statement described in Section 7.1(a) Sections 11 is filed and declared effective, effective but shall thereafter cease to be effective during the Effectiveness Period without being succeeded within fifteen (15) business days by an effective replacement or amended Registration Statement or for a period of time which shall exceed 20 thirty (30) days in the aggregate per year (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 A through D E of this Section 7.1(d), 11.4 is referred to herein as a “"Non-Registration Event”"), then the Company shall deliver to the Investorsholder of Registrable Securities, as liquidated damages (“Liquidated Damages”), an amount equal to one two percent (1.02%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price of the Purchased outstanding Notes and purchase price of Shares issued upon conversion of the Notes owned of record by such holder on the first business day after the Non-Registration Event and for each subsequent thirty (30) day period (pro rata for any period less than thirty days) which are subject to such Non-Registration Event. The maximum aggregate Liquidated Damages payable to the Investors under this Agreement shall be six percent (6.0%) of the aggregate Purchase Price paid by the Investor pursuant to this Agreement. The Company must may pay the Liquidated Damages in cash. The maximum amount of Liquidated Damages payable in connection with Non-Registration Event may not exceed twenty-four percent (24%). 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 Required Filing Date, Date but is withdrawn prior to being declared effective by the SEC without the consent of Investors holding a majority of the Registrable SharesCommission, then such Registration Statement will be deemed to have not been filedfiled and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within fifteen (15) 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 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 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 Investors Subscribers agree that the Investors Sellers will suffer damages if the Registration Statement is not filed by the Required Filing Date and not declared effective by the SEC Commission by the Required Effective Date or if, after it is declared effective, its effectiveness is not maintained in the manner and within the time periods contemplated by Section 7.1(a)11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or before the Required Filing Date, (B) the Registration Statement is not declared effective on or before the Required Effective Date, (C) the Registration Statement is not declared effective within five seven (57) Trading Days business days after receipt by the Company or its attorneys of a written or oral communication from the SEC Commission that the Registration Statement will not be reviewed or that the SEC Commission has no further comments, (D) any registration statement described in Section 7.1(a) is 11 declared effective, effective but shall thereafter cease to be effective during the Effectiveness Period for a period of time which shall exceed 20 30 days in the aggregate per year (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) or more than 20 consecutive days at any one time (each such event referred to in clauses A through D of this Section 7.1(d), 11(d) is referred to herein as a “Non-Registration Event”), then the Company shall deliver to the Investorsholder of Registrable Securities, as liquidated damages (“Liquidated Damages”), an amount equal to one two percent (1.02%) of the Purchase Aggregate Cash Exercise Price of the Purchased Shares underlying the Warrants owned of record by such holder on the first business day after the Non-Registration Event and for each subsequent thirty (30) day period days (pro rata for any period less than thirty days) which are subject to such Non-Registration Event. The maximum aggregate , but in no event shall Liquidated Damages payable to the Investors under this Agreement shall be six percent (6.0%) exceed 180 days of the aggregate Purchase Price paid by the Investor pursuant to this AgreementLiquidated Damages. The Company must pay the Liquidated Damages in cash, except that, subject to the conditions described below, the Company may pay the Liquidated Damages in shares of Common Stock (with each share valued at the then effective Share Purchase Price); such shares are referred to as “Payment Shares.” The Company may issue Payment Shares if, but only if the Effective Date is on or before the date which is 300 days after the Closing Date and the Registration Statement covering the Payment Shares to be issued to the Seller is then effective. 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 Required Filing Date, Date but is withdrawn prior to being declared effective by the SEC without the consent of Investors holding a majority of the Registrable SharesCommission, then such Registration Statement will be deemed to have not been filed. 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 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 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 Seller under this Section 11(d) for any events or delays occurring as a consequence of the acts or omissions of the Seller contrary to the obligations undertaken by Sellers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11d) 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(D) under the 1933 Act.

Non-Registration Events. The Company and the Investors Subscribers agree that the Investors Sellers will suffer damages if the Registration Statement is not filed by the Required Filing Date and not declared effective by the SEC Commission by the Required Effective Date Date, and any registration statement required under Section 10.1(i) or if, after it is declared effective, its effectiveness 10.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 7.1(a)11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or before the Required Filing Date, (B) the Registration Statement is not declared effective on or before the Required Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within five three (53) Trading Days business days after receipt by the Company or its attorneys of a written or oral communication from the SEC Commission that the Registration Statement will not be reviewed or that the SEC Commission has no further comments, (D) if the registration statement described in Sections 10.1(i) or 10.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (E) any registration statement described in Section 7.1(aSections 10.1(i), 10.1(ii) or 10.1(iv) is filed and declared effective, effective but shall thereafter cease to be effective during the Effectiveness Period without being succeeded within fifteen (15) business days by an effective replacement or amended registration statement or for a period of time which shall exceed 20 30 days in the aggregate per year (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 A through D E of this Section 7.1(d), 10.4 is referred to herein as a “"Non-Registration Event”"), then the Company shall deliver to the Investorsholder of Registrable Securities, as liquidated damages (“Liquidated Damages”), an amount equal to one two percent (1.02%) for each thirty (30) days or part thereof of the Purchase Price of the Purchased Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes owned of record by such holder on the first business day after the Non-Registration Event and for each subsequent thirty (30) day period (pro rata for any period less than thirty days) which are subject to such Non-Registration Event. The maximum aggregate Liquidated Damages payable to the Investors under this Agreement shall be six percent (6.0%) of the aggregate Purchase Price paid by the Investor pursuant to this Agreement. The Company must pay the Liquidated Damages in cashcash 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 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 Required Filing Date, Date but is withdrawn prior to being declared effective by the SEC without the consent of Investors holding a majority of the Registrable SharesCommission, then such Registration Statement will be deemed to have not been filed. 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 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 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 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 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 Investors agree that the Investors will suffer damages if the Registration Statement is not filed by the Required Filing Date and not declared effective by the SEC by the Required Effective Date or if, after it is declared effective, its effectiveness is not maintained in the manner and within the time periods contemplated by Section 7.1(a), and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if If (Ai) the Registration Statement described in Section 9.1(a) is not filed on or before the Required Filing Date, (B) the Registration Statement is Date or not declared effective on or before the Required sooner of the Effective Date, (C) the Registration Statement is not declared effective or within five (5) Trading Days after three business days of receipt by the Company or its attorneys of a written or oral communication from the SEC that the Registration Statement will not be reviewed or that the SEC has no further comments, (D) any registration statement described in Section 7.1(a9.1(a) will not be reviewed, or (ii) if the registration statement described in Section 9.1(a) is filed and declared effective, effective but shall thereafter cease to be effective during the Effectiveness Period (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 20 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 A through D of this Section 7.1(d9.4 is referred to herein as a "NON-REGISTRATION EVENT"), a “then, for so long as such Non-Registration Event”)Event shall continue, then the Company shall deliver pay in cash as Liquidated Damages to the Investors, as liquidated damages (“Liquidated Damages”), each holder of any Registrable Securities an amount equal to one percent (1.01%) per month for the first 45 days and two percent (2%) per month thereafter (prorated for partial periods) during the pendency of such Non-Registration Event of the Purchase Price principal of the Purchased Shares Note issued in connection with the Offering, whether or not converted, then owned of record by such holder on or issuable as of or subsequent to the first business day after the Non-Registration Event and for each subsequent thirty (30) day period (pro rata for any period less than thirty days) which are subject to occurrence of such Non-Registration Event. The maximum aggregate Liquidated Damages payable Payments to the Investors under this Agreement shall be six percent (6.0%) of the aggregate Purchase Price paid by the Investor made pursuant to this Agreement. The Company must pay the Liquidated Damages Section shall be due and payable immediately upon demand in cashimmediately available funds. In the event a Registration Statement Mandatory Redemption Payment is filed demanded from the Company by the Required Filing Dateholder pursuant to Section 8.2 of this Agreement, but is withdrawn prior to being declared effective by then the SEC without Liquidated Damages described in this Section 9.4 shall no longer accrue on the consent of Investors holding a majority portion of the Registrable Sharespurchase price underlying the Mandatory Redemption Payment, then such Registration Statement will from and after the date the holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event to have the extent that all the Common Stock included in the Registrable Securities and underlying the Securities is not been filedincluded in an effective registration statement 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 Investors Purchasers agree that the Investors Sellers will suffer damages if the Registration Statement is not filed by the Required Filing Date and not declared effective by the SEC Commission by the Required Effective Date or ifDate, after it is declared effective, its effectiveness and the registration statement required under Section 7 is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 7.1(a)7 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or before the Required Filing Date, (B) the Registration Statement is not declared effective on or before the Required Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within five three (53) Trading Days business days after receipt by the Company or its attorneys of a written or oral communication from the SEC Commission that the Registration Statement will not be reviewed or that the SEC Commission has no further comments, or (D) any the registration statement described in Section 7.1(a) 7 is filed and declared effective, effective but shall thereafter cease to be effective during the Effectiveness Period without being succeeded within fifteen (15) business days by an effective replacement or amended registration statement or for a period of time which shall exceed 20 thirty (30) days in the aggregate per year (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 A through D of this Section 7.1(d), 7.4 is referred to herein as a “Non-Registration Event”), then the Company shall deliver to the Investorsholder of Registrable Securities, as liquidated damages (“Liquidated Damages”), an amount equal to one and one third percent (1.01 1/3%) (to four decimal places or 0.0133) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price of the Purchased Shares owned of record by such holder on the first business day after the Non-Registration Event and for each subsequent thirty (30) day period (pro rata for any period less than thirty days) outstanding Common Stock which are subject to such Non-Registration Event. The maximum aggregate Event on the first day of each thirty (30) day or shorter period for which Liquidated Damages payable to the Investors under this Agreement shall be six percent (6.0%) of the aggregate Purchase Price paid by the Investor pursuant to this Agreementare calculable. 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 Required Filing Date, Date but is withdrawn prior to being declared effective by the SEC without the consent of Investors holding a majority of the Registrable SharesCommission, then such Registration Statement will be deemed to have not been filedfiled and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to as soon as possible, but in any event, within fifteen (15) business days after receipt of comments from the Commission. Notwithstanding the foregoing, the Company shall not be liable to the Purchaser under this Section 7.4 for any events or delays occurring as a consequence of the acts or omissions of the Purchasers contrary to the obligations undertaken by Purchasers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 7.4 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 Investors Subscribers agree that the Investors Sellers will suffer damages if the Registration Statement is not filed by the Required Filing Date and not declared effective by the SEC Commission by the Required Effective Date Date, and any registration statement required under Section 11.1(i) or if, after it is declared effective, its effectiveness 11.1(ii) is not filed within sixty (60) calendar days after written request and declared effective by the Commission within 120 days after such request or, if later, within 240 calendar days after the Initial Closing Date with respect to any registration statement required under Section 11.1(ii), and maintained in the manner and within the time periods contemplated by Section 7.1(a)11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or before the Required Filing Date, (B) the Registration Statement is not declared effective on or before the Required Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within five three (53) Trading Days business days after receipt by the Company or its attorneys of a written or oral communication from the SEC Commission that the Registration Statement will not be reviewed or that the SEC Commission has no further commentscomments which time will be reasonably extended if the Company is required to amend the Registration Statement to include additional financial statements, (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 calendar days after such written request or, if later, within 240 calendar days after the Initial Closing Date with respect to any Registration Statement required under Section 11.1(ii), or (E) any registration statement described in Section 7.1(aSections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective, effective but shall thereafter cease to be effective during the Effectiveness Period without being succeeded within twenty (20) business days by an effective replacement or amended registration statement or for a period of time which shall exceed 20 30 days in the aggregate per year (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 A (A) through D (E) of this Section 7.1(d), 11.4 is referred to herein as a “Non-Registration Event”), then the Company shall deliver to the Investorsholder of Registrable Securities, as liquidated damages (“Liquidated Damages”), an amount equal to one two percent (1.02%) for each thirty (30) days or part thereof of the Purchase Price of the Purchased Preferred Stock remaining unconverted and conversion price of Shares issued upon conversion of the Obligation Amount (as defined in the Certificate of Designation) owned of record by such holder on the first business day after the Non-Registration Event and for each subsequent thirty (30) day period (pro rata for any period less than thirty days) which are subject to such Non-Registration Event. The maximum aggregate Liquidated Damages payable to Event until such time as the Investors under this Agreement shall be six percent Non-Registration Event is cured, provided, however that if (6.0%i) a delay in the filing or effectiveness of the aggregate Purchase Price paid Registration Statement under Section 11.1(iv), or any registration statement required under Section 11.1(i) or 11.1(ii), is caused solely due to circumstances outside the Company’s reasonable control, including, without limitation, as a result of comments from the Commission relating to Rule 415 under the 1933 Act, (ii) the Company has used commercially reasonable efforts to cure the event causing such delay, and (iii) with respect to a registration statement requested to be filed by holders of Registrable Securities pursuant to Sections 11.1(i) or 11.1(ii), such registration statement is declared effective no later than 270 calendar days after the written request of such holders, then such delay shall not be deemed a Non-Registration Event, and provided, further that if such delay in the filing or effectiveness of any registration statement required under Section 11.1(i), 11.1(ii) or 11.1(iv), is caused solely due to comments received by the Investor pursuant Company from the Commission with respect to this Agreementsuch registration statement, including, without limitation, comments relating to Rule 415 under the 1933 Act, then such delay shall not be deemed a Non-Registration Event. 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 Required Filing Date, Date but is withdrawn prior to being declared effective by the SEC without the consent of Investors holding a majority of the Registrable SharesCommission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within fifteen (15) 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 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 material 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 under this Section 11 for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(b)(1) under the 1933 Act without restriction.

Non-Registration Events. The Company and the Investors Subscribers agree that the Investors Sellers will suffer damages if the Registration Statement is not filed by the Required Filing Date and not declared effective by the SEC Commission by the Required Effective Date or ifDate, after it is declared effective, its effectiveness is not and maintained in the manner and within the time periods contemplated by Section 7.1(a)10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (Ai) the Registration Statement is not filed on or before the Required Filing Date, (Bii) the Registration Statement is not declared effective on or before the Required Effective Date, or (Ciii) the Registration Statement is not declared effective within five three (53) Trading Days business days after receipt by the Company or its attorneys of a written or oral communication from the SEC Commission that the Registration Statement will not be reviewed or that the SEC Commission has no further comments, or (Div) any registration statement described in Section 7.1(a) the Registration Statement is filed and declared effective, effective but shall thereafter cease to be effective during the Effectiveness Period (without being succeeded within ten (10) business days by an effective replacement or amended registration statement) for a period of time which shall exceed 20 30 days in the aggregate per year (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 A through D (i), (ii), (iii) and (iv) of this Section 7.1(d), 10.4 is referred to herein as a “"Non-Registration Event”"), then for each thirty (30) days of the pendency of such Non-Registration Event, the Company shall deliver to the Investorsholder of Registrable Securities, as liquidated damages (“Liquidated Damages”), an amount equal to one percent (1.01%) of the Purchase Price of the Purchased Notes and Warrant Shares owned of record by such holder on as of and during the first business day after the pendency of such Non-Registration Event and for each subsequent thirty (30) day period (pro rata for any period less than thirty days) which are subject to such Non-Registration Event. The maximum aggregate Liquidated Damages payable to the Investors under this Agreement shall be six percent (6.0%) of the aggregate Purchase Price paid by the Investor pursuant to this Agreement. The Company must pay the Liquidated Damages in cashcash 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 Required Filing Date, Date but is withdrawn prior to being declared effective by the SEC without the consent of Investors holding a majority of the Registrable SharesCommission, then such Registration Statement will be 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 fifteen (15) business days. Failure to timely respond is a Non-Registration Event for which Liquidated Damages will accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above.