Common use of Non-Registration Events Clause in Contracts

Non-Registration Events. The Company and the Subscribers agree that the Sellers will suffer damages if the Registration Statement is not filed and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the registration statement described in Section 11.1 is not filed as required by Section 11.1 ("Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) 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 exercise of Warrants owned of record by such holder which are subject to such Non-Registration Event. The Company must pay the Liquidated Damages in cash or an amount equal to two hundred percent of such cash Liquidated Damages if timely paid in additional shares of registered unlegended free-trading shares of Common Stock. Such Common Stock shall be valued at the Conversion Price in effect on 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. 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 without regard to volume restrictions.

Non-Registration Events. The Company and the Subscribers agree that the Sellers Subscribers will suffer damages if the Registration Statement is not filed by the Required Filing Date and maintained in if the manner and within Company does not respond to comments the time periods contemplated Registration Statement received from the Commission by Section 11 hereofthe Required Response Date, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the registration statement described in Section 11.1 Registration Statement is not filed as required on or before the Required Filing Date, or (B) the Company fails to respond to the comments to the Registration Statement, received from the Commission, by the Required Response Date (each such event referred to in clauses A and B of this Section 11.1 ("10(d), a “Non-Registration Event"”), then the Company shall deliver to the holder of Registrable SecuritiesSubscribers, as liquidated damages (“Liquidated Damages”), an amount equal to two one-half percent (20.5%) for each thirty (30) days or part thereof, of the Purchase Price of the Notes remaining unconverted and purchase price of Purchased Shares issued upon conversion of the Notes and exercise of Warrants owned of record by such holder for each subsequent thirty (30) day period (pro rata for any period less than thirty days) which are subject to such Non-Registration Event, provided, however that in no event shall the total liquidated damages payable under this Section 10(d) exceed in aggregate 5% of the Purchase Price. In no event shall the total amount of the liquidated damages payable under this Section 10(d) and the liquidated damages payable under any other section of this Agreement exceed in aggregate 15% of the Purchase Price. The Company must pay the Liquidated Damages in cash or an amount equal to two hundred percent of such cash Liquidated Damages if timely paid in additional shares of registered unlegended free-trading shares of Common Stock. Such Common Stock shall be valued at the Conversion Price in effect on the first day of each thirty (30) day or shorter period for which Liquidated Damages are payablecash. The Liquidated Damages must be paid within ten one (101) days day 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 but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. Notwithstanding the foregoing, the Company shall not be liable to the any Subscriber under this Section 11.4 10(d) for any events or delays occurring as a consequence of the acts or omissions of the Subscribers such Subscriber 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 without regard to volume restrictions.

Non-Registration Events. The Company and the Subscribers Investors agree that the Sellers 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 Effectiveness Date or if, after it is declared effective, its effectiveness is not maintained in the manner and within the time periods contemplated by Section 11 2 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the registration statement 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 Effectiveness Date, or (C) any Registration Statement described in Section 11.1 2 is not filed declared effective but shall thereafter cease to be effective for a period of time which shall exceed thirty (30) days in the aggregate per year (defined as required by Section 11.1 a period of 365 days commencing on the date the Registration Statement is declared effective) ("each such event, a “Non-Registration Event"”), then the Company shall deliver to the holder of Registrable SecuritiesInvestors, as liquidated damages (“Liquidated Damages”), an amount equal to two one percent (21.0%) of the aggregate purchase price paid by such Investor pursuant to the Note Purchase Agreement for any unregistered Registrable Securities then held by such Holder and for each subsequent thirty (30) 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 exercise of Warrants owned of record by such holder 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 Investor under this Agreement shall be twelve percent (12.0%) of the aggregate purchase price paid by such Investor pursuant to the Note Purchase Agreement. The Company must pay Liquidated Damages in cash within seven (7) business days following the occurrence of a Non-Registration Event. In the event the Company fails to pay the Liquidated Damages in cash or an amount equal to two hundred percent of such cash Liquidated Damages if timely paid in additional shares of registered unlegended free-trading shares of Common Stock. Such Common Stock shall be valued at the Conversion Price in effect on 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. 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 Investor within seven (7) business days following the occurrence 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 Event, interest will accrue on the amount of the unpaid Liquidated Damages at 18% interest per annum. In the event a Registration Statement is filed by the Required Filing Date but is withdrawn prior to being declared effective by the SEC, then such Registration Statement will be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144 without regard to volume restrictionsnot been filed.

Non-Registration Events. The Company and the Subscribers Subscriber agree that the Sellers Subscriber will suffer damages if the Registration Statement is not filed and maintained in by the manner and within the time periods contemplated by Section 11 hereof, Filing Date and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the registration statement described in Section 11.1 Registration Statement is not filed as required by Section 11.1 on or before the Filing Date (a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two one-tenth (1/10th) of a percent (20.1%) for each thirty (30) days or part thereof, calendar day thereafter of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and exercise of Warrants owned of record by Preferred Stock purchased through such holder which are subject to such Non-Registration Eventdate. The Company must pay the Liquidated Damages in cash or an amount equal to two hundred percent of such cash Liquidated Damages if timely paid in additional shares of registered unlegended free-trading shares of Common Stock. Such Common Stock shall be valued at the Conversion Price in effect on the first day of each thirty (30) day or shorter period for which Liquidated Damages are payablecash. The Liquidated Damages must be paid within ten every fifteen calendar (1015) days after the end of each thirty (30) day period Non-Registration Event 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 deemed to have not been filed. 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 Subscriber contrary to the obligations undertaken by Subscribers 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 Registrable Securities pursuant to Rule 144 without regard to volume restrictions144(k) under the 1933 Act.

Non-Registration Events. The Company Corporation and the Subscribers Seller agree that the Sellers Seller will suffer damages if the Registration Statement is Registrable Securities are not filed included after written request therefore, in any registration statement described in Section 6.1 and maintained in the manner and within the time periods contemplated by Section 11 6 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if and to the extent that the Registrable Securities are not included in any registration statement described in Section 11.1 is not filed 6.1 (such an event referred to as required by Section 11.1 (a "Non-Registration Event"), then the Company Corporation shall deliver to the holder of Registrable SecuritiesHolder, as Liquidated Damages, an amount equal to two one percent (21%) for each thirty (30) days (or part thereof) thereafter, of the Purchase Price that portion of the Notes remaining unconverted and purchase price Principal Amount which cannot be converted into Registrable Securities that are, at the time of Shares issued upon conversion of the Notes and exercise of Warrants owned of record by such holder which are subject to such Non-conversion, fully registered for resale under an effective Registration EventStatement. The Company Corporation must pay the Liquidated Damages in cash or an amount equal to two one hundred and fifty percent (150%) of such cash that portion of the Liquidated Damages if timely 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 Conversion Price in effect on 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 forty-five (3045) 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 forty-five (3045) 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 SEC, then such Registration Statement will be deemed to have not been filed. All oral or written and accounting comments received from the SEC relating to the Registration Statement must be responded to within ten (10) business days. Failure to timely respond to SEC comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Corporation to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company Corporation shall not be liable to the Subscriber Holder under this Section 11.4 6.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers Holder contrary to the obligations undertaken by Subscribers Holder in this AgreementNote. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 6.4 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 without regard to volume restrictions144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers Purchasers agree that the Sellers Purchasers will suffer damages if the Registration Statement is not filed by the Required Filing Date and not declared effective by the Commission by the Required Effectiveness Date or if, after it is declared effective, its effectiveness is not maintained in the manner and within the time periods contemplated by Section 11 2 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the registration statement 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 Effectiveness Date, or (C) any Registration Statement described in Section 11.1 2 is not filed declared effective but shall thereafter cease to be effective for a period of time which shall exceed forty (40) days in the aggregate per year (defined as required by Section 11.1 a period of 365 days commencing on the date the Registration Statement is declared effective) ("each such event, a “ Non-Registration Event"Event ”), then the Company shall deliver to the holder of Registrable SecuritiesPurchasers, as liquidated damages (“ Liquidated DamagesDamages ”), an amount equal to two one percent (21.0%) of the aggregate purchase price paid by such Purchaser pursuant to the Purchase Agreement for any unregistered Registrable Securities then held by such Holder and for each subsequent thirty (30) 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 exercise of Warrants owned of record by such holder 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 Purchaser under this Agreement shall be five percent (5.0%) of the aggregate purchase price paid by such Purchaser pursuant to the Purchase Agreement. The Company must pay the Liquidated Damages in cash or an amount equal cash. In the event a Registration Statement is filed by the Required Filing Date but is withdrawn prior to two hundred percent of being declared effective by the Commission, then such cash Liquidated Damages if timely paid in additional shares of registered unlegended free-trading shares of Common Stock. Such Common Stock shall be valued at the Conversion Price in effect on 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. 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 Registration Statement 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 without regard to volume restrictionsnot been filed.

Non-Registration Events. The Company and the Subscribers agree that the 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 maintained in the manner and within the time periods contemplated by Section 11 12 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the registration statement described in Section 11.1 Registration Statement is not filed on or before the Filing Date, (B) is not declared effective on or before the Effective Date, or (C) the Registration Statement is filed and declared effective but shall thereafter cease to be effective 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 30 days in the aggregate per year (defined as required by a period of 365 days commencing on the Actual Effective Date (each such event referred to in clauses (A) through (C) of this Section 11.1 ("12.4 is referred to herein as a “Non-Registration Event"”), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two one and one half percent (21.5%) for each thirty (30) days or part thereof, thereof of the Purchase Price of the Notes Preferred Stock remaining unconverted and purchase price of Shares issued upon conversion of the Notes and exercise Obligation Amount (as defined in the Certificate of Warrants Designation) owned of record by such holder which are subject to such Non-Registration Event. The Company must pay the Liquidated Damages in cash or an amount equal to two hundred percent of such cash Liquidated Damages if timely paid in additional shares of registered unlegended free-trading shares of Common Stock. Such Common Stock shall be valued at the Conversion Price in effect on the first day of each thirty (30) day or shorter period for which Liquidated Damages are payablecash. 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. Notwithstanding the foregoing, the Company shall not be liable to the a Subscriber under this Section 11.4 12.4 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 12.4 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 without regard to volume restrictions144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Sellers will suffer damages if the Registration Statement 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 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the registration statement described in Section 11.1 is not filed as required by within 60 days after such written request (“Filing Date”), or is not declared effective within 120 days after such written request (“Effective Date”), or any registration statement described in Section 11.1 is filed and declared effective but shall thereafter cease to be effective (without being succeeded within fifteen (15) business days by an effective replacement or amended registration statement) for a period of time which shall exceed 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 this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) 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 exercise of Warrants owned of record by such holder which are subject to such Non-Registration Event. The Company must pay the Liquidated Damages in cash or an amount equal to two hundred percent of such cash Liquidated Damages if timely paid in additional shares of registered unlegended free-trading shares of Common Stock. Such Common Stock shall be valued at the Conversion Price in effect on 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 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 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 without regard to volume restrictions144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Sellers will suffer damages if the Registration Statement any registration statement required under Section 11 is not filed and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the registration statement described in Section 11.1 is not filed as required by Section 11.1 ("Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days or part thereof, thereof of the Purchase Price Aggregate Principal Amount of the Notes remaining unconverted and purchase price of Shares previously issued upon conversion of the Notes and exercise of Warrants owned of record by such holder which are subject to such Non-Registration Event. The Company must pay the Liquidated Damages Damages, at its option, in cash or an amount equal to two hundred percent of such cash Liquidated Damages if timely paid in additional shares of registered unlegended free-trading shares of Common Stock. Such Common Stock shall be valued at the Conversion Price in effect on 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 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 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 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 without regard to volume restrictions144(k) under the 1933 Act.