Common use of Delay in Filing or Effectiveness of Registration Statement Clause in Contracts

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing Date, then for each day following the Filing Date, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) by the Required Effective Date, then for each day following the Required Effective Date, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement; and for any such day, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. If a Purchaser shall be prohibited from selling Shares under the Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month period, then for each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such Purchaser, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. For purposes of this Section 7.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each Purchaser pursuant to Section 9 of this Agreement. Any payments made pursuant to this Section 7.7 shall not constitute a Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages to more than one Purchaser in respect of the same Shares for the same period of time. The liquidated damage payments imposed hereunder shall be made to each Purchaser in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing DateDeadline, then for each day following the Filing DateDeadline, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective DateDeadline, then for each day following the Required Effective DateDeadline, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.0333% 1.0%22 of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement; and for any such day30-day period, such payment shall be made no later than the first three business days following such 30-day of the calendar month next succeeding the month in which such day occursperiod. If a the Purchaser shall be prohibited from selling Shares under the Registration Statement as a result of a Suspension of more than thirty (30) 30 days or Suspensions on more than two (2) occasions of not more than thirty (30) 30 days each in any 12-month period, then for each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. For purposes of this Section 7.77.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 5(h) of this Agreement. Any payments made pursuant to this Section 7.7 7.6 shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such any liquidated damages pursuant to this Section 7.6 (i) to more than one Purchaser in respect of the same Shares for the same period of time, or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers for the Shares pursuant to this Agreement. The liquidated damage Such payments imposed hereunder shall be made to each Purchaser the Purchasers in cash.

Delay in Filing or Effectiveness of Registration Statement. If the a Registration Statement is not filed by the Company with the Commission on or prior to the either Filing Date, then for each day following the such Filing Date, until but excluding the date the such Registration Statement is filed, or if a prospectus included in the such Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective Date, then for each day following the relevant Required Effective Date, until but excluding the date the Commission declares the such Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares covered by such Registration Statement pursuant to this Agreement; and for any such day, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. If a the Purchaser shall be prohibited from selling Shares under the a Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month period, then for each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares covered by such Registration Statement pursuant to this Agreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. For purposes of this Section 7.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 of this Agreement. Any payments made pursuant to this Section 7.7 shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages to more than one Purchaser in respect of the same Shares for the same period of time. The liquidated damage payments imposed hereunder shall be made to each the Purchaser in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Resale Registration Statement is not filed by the Company with the Commission SEC on or prior to the Filing DateDeadline, then for each day following the Filing Date, Deadline until but excluding the date the Resale Registration Statement is filedfiled or, if earlier, until the date the Shares and the Warrant Shares purchased hereunder may be sold pursuant to Rule 144 under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold (the “Applicable Rule 144 Full Liquidity Date”), or if a prospectus included in the Resale Registration Statement which has been is not declared effective by the CommissionSEC by the Effective Deadline (unless the SEC seeks to impose, or notifies the Company that the SEC is considering, a limitation in the number of shares of Common Stock that the Purchaser and the Other Purchasers may include in the Resale Registration Statement, in which case the provisions of this Section 7.6 shall not be applicable if the Resale Registration Statement is not delivered to the Purchasers (as set forth in Section 7.1(e)) declared effective by the Required SEC by the Effective DateDeadline), then for each day following the Required Effective Date, Deadline until but excluding the date the Commission SEC declares the Resale Registration Statement effectiveeffective or, if earlier, until the Applicable Rule 144 Full Liquidity Date, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such the Purchaser for its Shares pursuant to this Purchase Agreement; and for any such day30-day period, such payment shall be made no later than the first three business days following such 30-day of the calendar month next succeeding the month in which such day occursperiod. If a the Purchaser shall be prohibited from selling Shares under the Resale Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month period, then for each day prior to the Applicable Rule 144 Full Liquidity Date on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such the Purchaser for its Shares pursuant to this Purchase Agreement for each such day30-day period, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. For purposes of this Section 7.77.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 5.12 of this Purchase Agreement. Any payments made pursuant to this Section 7.7 7.6 shall not constitute a the Purchaser’s exclusive remedy for such events; provided, however, that any payments made by the Purchaser pursuant to this Section 7.6 shall reduce the amount of any damages that the Purchaser may be entitled to as a remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such any liquidated damages pursuant to more than one this Section 7.6 (i) with respect to any Shares or Warrant Shares for any period of time if the Company is obligated to pay to any Other Purchaser in respect liquidated damages pursuant to Section 7.6 of the same Agreement executed by such Other Purchaser with respect to such Shares or Warrant Shares for the same period of timetime or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchaser for the Shares and the Warrants pursuant to this Purchase Agreement. The liquidated damage Such payments imposed hereunder shall be made to each Purchaser the Purchasers in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing DateDeadline, then for each day following the Filing DateDeadline, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective DateDeadline, then for each day following the Required Effective DateDeadline, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such Purchaser the Investor with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such Purchaser Investor for its Shares pursuant to this Agreement, but only in respect to such Shares that are not eligible (without any volume limitations or other restrictions) for sale pursuant to Rule 144 or any other rule of similar effect; and for any such day30-day period, such payment shall be made no later than the first three business days following such 30-day of the calendar month next succeeding the month in which such day occursperiod. If a Purchaser the Investor shall be prohibited from selling Shares under the Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not which in the aggregate are more than thirty (30) days each in any 12-month period, then for each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such Purchaserthe Investor, as liquidated damages and not as a penalty, but only in respect to such Shares that are not eligible (without any volume limitations or other restrictions) for sale pursuant to Rule 144 or any other rule of similar effect, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such Purchaser Investor for its Shares pursuant to this Agreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. For purposes of this Section 7.72.3, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each Purchaser the Investor pursuant to Section 9 2.3 of this Agreement. Any payments made pursuant to this Section 7.7 shall not constitute a Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such any liquidated damages pursuant to more than one Purchaser this Section 2.3 to the Investor in respect of the same Shares for the same period of timetime or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Investor for the Shares pursuant to this Agreement. The liquidated damage Such payments imposed hereunder shall be made to each Purchaser the Investor in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing DateDeadline, then for each day following the Filing DateDeadline, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective DateDeadline, then for each day following the Required Effective DateDeadline, until but excluding the date the Commission declares the Registration Statement effective, or if after its effective date, without regard for the reason therefor or efforts with respect thereto, the Registration Statement or the Prospectus ceases, for any reason (including by reason of any Suspension), to be effective and available to the Purchaser as the holder of Registrable Securities as to all of its Registrable Securities at any time prior to the expiration or the Effectiveness Period, then for each day following the Registration Statement or Prospectus ceasing to be so effective and available (which, for the avoidance of doubt, shall include each day of any Suspension period) until the Registration Statement and Prospectus shall thereafter become effective and available, the Company shall, for each such day, shall pay such the Purchaser with respect to any such failurefailure or event, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% (prorated for a period of less than 30 days) of the purchase price paid by such the Purchaser for its Shares Securities purchased pursuant to this Agreement; and for any such day30-day period, such payment shall be made no later than the first three business days following such 30-day of the calendar month next succeeding the month in which such day occurs. If a Purchaser shall be prohibited from selling Shares under the Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month period, then for each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such Purchaser, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. For purposes of this Section 7.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each Purchaser pursuant to Section 9 of this Agreement. Any payments made pursuant to this Section 7.7 7.6 shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such any liquidated damages pursuant to this Section 7.6 (i) to more than one Purchaser in respect of the same Shares Securities for the same period of timetime or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers for the Securities purchased pursuant to the Agreements. The liquidated damage Such payments imposed hereunder shall be made to each Purchaser the Purchasers in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing DateDeadline, then for each day following the Filing DateDeadline, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective DateDeadline, then for each day following the Required Effective DateDeadline, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, shall pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% (prorated for a period of less than 30 days) of the purchase price paid by such the Purchaser for its the Purchased Shares pursuant to this Agreement; and for any such day30-day period, such payment shall be made no later than the first three business days following such 30-day of the calendar month next succeeding the month in which such day occursperiod. If a the Purchaser shall be prohibited from selling Shares Registrable Securities under the Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month period, then for each day on the period during which a Suspension (an “Excess Period Suspension”) is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% (prorated for a period of less than 30 days) of the purchase price paid by such the Purchaser for its the Purchased Shares pursuant to this Agreement for each such dayAgreement, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which any such day Excess Period Suspension occurs. For purposes of this Section 7.77.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 5.8 of this Agreement. Any payments made pursuant to this Section 7.7 7.6 shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such any liquidated damages pursuant to this Section 7.6 (i) to more than one Purchaser in respect of the same Shares securities for the same period of timetime or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers for the securities purchased pursuant to the Agreements. The liquidated damage Such payments imposed hereunder shall be made to each Purchaser the Purchasers in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing Date, then for each day following the Filing Date, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective Date, then for each day following the Required Effective Date, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares Securities pursuant to this Agreement; and for any such day, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. If a the Purchaser shall be prohibited from selling Shares Registrable Securities under the Registration Statement as a result of a Suspension of more than thirty sixty (3060) consecutive days or Suspensions on of more than two ninety (2) occasions of not more than thirty (3090) days each in the aggregate in any 12-month period, then for each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares Securities pursuant to this Agreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. For purposes of this Section 7.77.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 of this Agreement. Any payments made pursuant to this Section 7.7 shall not constitute a Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages (a) to more than one Purchaser in respect of the same Shares Securities for the same period of timetime or (b) in an aggregate amount that exceeds 10% of the purchase price paid by such Purchase for its Securities pursuant to this Agreement. The liquidated damage Such payments imposed hereunder shall be made to each the Purchaser in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing Date, then for each day following the Filing Date, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective Date, then for each day following the Required Effective Date, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares Securities pursuant to this Agreement; and for any such day, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. If a the Purchaser shall be prohibited from selling Shares Registrable Securities under the Registration Statement as a result of a Suspension of more than thirty forty five (3045) consecutive days or Suspensions on of more than two sixty (2) occasions of not more than thirty (3060) days each in the aggregate in any 12-month period, then for each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares Securities pursuant to this Agreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. For purposes of this Section 7.77.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 of this Agreement. Any payments made pursuant to this Section 7.7 shall not constitute a Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages to more than one Purchaser in respect of the same Shares Securities for the same period of time. The liquidated damage Such payments imposed hereunder shall be made to each the Purchaser in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing DateDeadline, then for each day following the Filing DateDeadline, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective DateDeadline, then for each day following the Required Effective DateDeadline, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, shall pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% (prorated for a period of less than 30 days) of the purchase price paid by such the Purchaser for its the Shares pursuant to this Agreement; and for any such day30-day period, such payment shall be made no later than the first three business days following such 30-day of the calendar month next succeeding the month in which such day occursperiod. If a the Purchaser shall be prohibited from selling Shares Registrable Securities under the Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month period, then for each day on the period during which a Suspension (an “Excess Period Suspension”) is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% (prorated for a period of less than 30 days) of the purchase price paid by such the Purchaser for its the Shares pursuant to this Agreement for each such dayAgreement, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which any such day Excess Period Suspension occurs. For purposes of this Section 7.77.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 5.8 of this Agreement. Any payments made pursuant to this Section 7.7 7.6 shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such any liquidated damages pursuant to this Section 7.6 (i) to more than one Purchaser in respect of the same Shares securities for the same period of timetime or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers for the securities purchased pursuant to the Agreements. The liquidated damage Such payments imposed hereunder shall be made to each Purchaser the Purchasers in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing Date, then for each day following the Filing Date, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been filed but is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective Date, then for each day following the Required Effective Date, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount equal to 0.03330.033% of the purchase price paid by such Purchaser for its Shares the Securities it continues to hold pursuant to this AgreementAgreement as of such day; and for any such day, such payment shall be made no later than the first tenth business day of the calendar month next succeeding the month in which such day occurs. If a the Purchaser shall be prohibited from selling the Registrable Shares under the Registration Statement as a result of (i) a Suspension of more than thirty (30) days or days, (ii) Suspensions on more than one (1) occasion in any 6-month period, (iii) Suspensions on more than two (2) occasions of not more than thirty in any 12-month period or (30iv) Suspensions aggregating forty-five (45) days each or more in any 12-month period, then for each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions (or maximum number of Suspensions), but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount equal to 0.03330.033% per day of the purchase price paid by such the Purchaser for its the Registrable Shares the Purchaser continues to hold pursuant to this Agreement for each as of such day, and such payment shall be made no later than the first tenth business day of the calendar month next succeeding the month in which such day occurs. For purposes of this Section 7.77.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 of this Agreement. Any payments made pursuant to this Section 7.7 7.6 shall not constitute a the Purchaser’s 's exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages to more than one Purchaser in respect of the same Registrable Shares for the same period of time. The liquidated damage Such payments imposed hereunder shall be made to each the Purchaser in cash.

Delay in Filing or Effectiveness of Registration Statement. (a) If the Registration Statement is not filed by the Company with the Commission SEC on or prior to the Filing Deadline Date, then for each day following the Filing Deadline Date, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) SEC by the Required Effective Effectiveness Deadline Date, then for each day following the Required Effective Effectiveness Deadline Date, until but excluding the date the Commission SEC declares the Registration Statement effectiveeffective (or if such Registration Statement is declared effective the Company thereafter fails to maintain the effectiveness of such Registration Statement), the Company shall, for each such day, pay such Purchaser with respect to any such failure, each Investor in cash (“Registration Delay Payments”) as liquidated damages reasonable compensation and not as a penalty, an amount equal to 0.03330.0493% of the purchase price paid Purchase Price of each Share held by such Purchaser for its Shares pursuant Investor with respect to this Agreement; any such failure and for any such day, such . Such payment shall be made no later than the first fifth business day of the calendar month next succeeding the month in which such day occurs. If a Purchaser Such Registration Delay Payments shall constitute the Investors’ exclusive remedy for monetary damages at law, but not in equity, for such events. Nothing herein shall diminish or limit any Investor’s rights to seek equitable relief, including the remedy of specific performance. (b) Notwithstanding the foregoing, no Registration Delay Payments shall be prohibited from selling Shares under due or payable hereunder if the Company has filed the Registration Statement as with the SEC on or prior to the Filing Deadline Date, has received a result of a Suspension of more than thirty “comment letter” from the SEC and has responded within ten (3010) days or Suspensions on more than two following the Company’s receipt of such comment letter, provided that the Company has communicated the SEC’s comments to the Investors within ten (2) occasions of not more than thirty (3010) days each of the Company’s receipt thereof in any 12-month perioda professional and businesslike manner consistent with best practices before the Securities and Exchange Commission. The Investors shall be bound by the provisions of this Agreement (including, then for each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is liftedwithout limitation, the Company shall pay such Purchaser, as liquidated damages provisions of Section 7 hereof) with respect to any and not as a penalty, an amount equal all non-public information communicated to 0.0333% of the purchase price paid by such Purchaser for its Shares them pursuant to this Agreement for each such daySection 0. Furthermore, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. For purposes of this Section 7.7, a Suspension shall be deemed lifted commencing on the date that notice that is one-year after the Suspension has been lifted is delivered to each Purchaser pursuant to Section 9 of this Agreement. Any payments made pursuant to this Section 7.7 shall not constitute a Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisionsClosing Date, in no event shall the Company be obligated to pay such liquidated damages to more than one Purchaser in respect of the same Shares for the same period of time. The liquidated damage payments imposed hereunder Registration Delay Payments shall be made to each Purchaser due or payable if all of an Investor’s Registrable Securities can be immediately sold without restriction in cashreliance on Rule 144(k).

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing Date, then for each day following the Filing Date, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e7.1(d)) by the Required Effective Date, then for each day following the Required Effective Date, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement; and for any such day, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. If a the Purchaser shall be prohibited from selling Shares under the Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month period, then for each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. For purposes of this Section 7.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 of this Agreement. Any payments made pursuant to this Section 7.7 shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages to more than one Purchaser in respect of the same Shares for the same period of time. The liquidated damage payments imposed hereunder shall be made to each the Purchaser in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing DateDeadline, then for each day following the Filing DateDeadline, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective DateDeadline, then for each day following the Required Effective DateDeadline, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such Purchaser for its Shares pursuant to this AgreementAgreement by the Purchaser for the Shares owned by the Purchaser at such time; and for any such day30-day period, such payment shall be made no later than the first three business days following such 30-day of the calendar month next succeeding the month in which such day occursperiod. If a the Purchaser shall be prohibited from selling Shares under the Registration Statement as a result of a Suspension of more than thirty (30) 30 consecutive days or Suspensions on more than two (2) occasions of not more than thirty (30) 30 days each in any 12-month period, then for each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid pursuant to this Agreement by such Purchaser for its the Shares pursuant to this Agreement owned by the Purchaser at such time for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. For purposes of this Section 7.77.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 5.9 of this Agreement. Any payments made pursuant to this Section 7.7 7.6 shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, the liquidated damages payable to the Purchaser shall not exceed 16% of the aggregate purchase price paid by the Purchaser for the Shares and in no event shall the Company be obligated to pay such any liquidated damages pursuant to this Section 7.6 to more than one Purchaser in respect of the same Shares for the same period of time. The liquidated damage Such payments imposed hereunder shall be made to each Purchaser the Purchasers in cash. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date of demand therefor, the Company will pay interest thereon at a rate of 10% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Purchaser, accruing daily from the date such liquidated damages are due until such amounts, plus all interest thereon, are paid in full.

Delay in Filing or Effectiveness of Registration Statement. If the a Registration Statement is not filed by the Company with the Commission on or prior to the Filing Date, then for each day following the Filing Date, until but excluding the date the such Registration Statement is filed, or if a prospectus included in the such Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective Date, then for each day following the relevant Required Effective Date, until but excluding the date the Commission declares the such Registration Statement effective, the Company shall, for each such day, pay such each Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount equal to 0.03330.0667% of the purchase price total consideration paid by such Purchaser for its Registrable Shares covered by such Registration Statement pursuant to this Agreement; and for any such day, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. If a such Purchaser shall be prohibited from selling Registrable Shares under the a Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month period, then for each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such Purchaser, as liquidated damages and not as a penalty, an amount equal to 0.03330.0667% of the purchase price total consideration paid by such Purchaser for its Registrable Shares covered by such Registration Statement pursuant to this Agreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. For purposes of this Section 7.710.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each Purchaser the Purchasers pursuant to Section 9 11.2 of this Agreement. Any payments made pursuant to this Section 7.7 10.7 shall not constitute a Purchaser’s the Purchasers' exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages to more than one Purchaser in respect of the same Registrable Shares for the same period of time. The liquidated damage payments imposed hereunder shall be made to each the Purchaser in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing DateDeadline, then for each day following the Filing DateDeadline, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective DateDeadline, then for each day following the Required Effective DateDeadline, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such Purchaser the Investor with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such Purchaser Investor for its Shares pursuant to this Agreement, but only in respect to such Shares that are not eligible (without any volume limitations or other restrictions) for sale pursuant to Rule 144 or any other rule of similar effect; and for any such day30-day period, such payment shall be made no later than the first three business days following such 30-day of the calendar month next succeeding the month in which such day occursperiod. If a Purchaser the Investor shall be prohibited from selling Shares under the Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not which in the aggregate are more than thirty (30) days each in any 12-month period, then for each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such Purchaserthe Investor, as liquidated damages and not as a penalty, but only in respect to such Shares that are not eligible (without any volume limitations or other restrictions) for sale pursuant to Rule 144 or any other rule of similar effect, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such Purchaser Investor for its Shares pursuant to this Agreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. For purposes of this Section 7.72.3, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each Purchaser the Investor pursuant to Section 9 2.3 of this Agreement. Any payments made pursuant to this Section 7.7 shall not constitute a Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such any liquidated damages pursuant to this Section 2.3 to more than one Purchaser Investor in respect of the same Shares for the same period of timetime or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Investors for the Shares pursuant to this Agreement. The liquidated damage Such payments imposed hereunder shall be made to each Purchaser the Investors in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing DateDeadline, then for each day following the Filing DateDeadline, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective DateDeadline, then for each day following the Required Effective DateDeadline, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such Purchaser for its Shares pursuant to this AgreementAgreement (pro rata on a 30 day basis); and for any such day30-day period, such payment shall be made no later than the first three business days following such 30-day of the calendar month next succeeding the month in which such day occursperiod. If a the Purchaser shall be prohibited from selling Shares under the Registration Statement as a result of a Suspension of more than thirty (30) 5 consecutive days or Suspensions on of more than two (2) occasions an aggregate of not more than thirty (30) 20 days each in any 12365-month periodday period (provided, that each subsequent Suspension must be at least two trading days after the last day of any prior Suspension), then for each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement for each such dayday (pro rata on a 30 day basis), and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. For purposes of this Section 7.77.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 5.9 of this Agreement. Any payments made pursuant to this Section 7.7 7.6 shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such any liquidated damages pursuant to this Section 7.6 to more than one Purchaser in respect of the same Shares for the same period of time. The liquidated damage Such payments imposed hereunder shall be made to each Purchaser the Purchasers in cash. In the event the Company fails to make payments pursuant to this Section 7.6 in a timely manner, such payments shall bear interest at the rate of 1.0% per month (pro rata on a 30 day basis) until paid in full.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing Date, then for each day following the Filing Date, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective Date, then for each day following the Required Effective Date, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares Securities pursuant to this Agreement; and for any such day, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. If a the Purchaser shall be prohibited from selling Shares Registrable Securities under the Registration Statement as a result of a Suspension of more than thirty (30) consecutive days or Suspensions on more than two sixty (2) occasions of not more than thirty (3060) days each in the aggregate in any 12-month 365 day period, then for each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares Securities pursuant to this Agreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. For purposes of this Section 7.77.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 of this Agreement. Any payments made pursuant to this Section 7.7 7.6. shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages (i) to more than one Purchaser in respect of the same Shares Securities for the same period of timetime or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchaser for its Securities pursuant to this Agreement. The liquidated damage Such payments imposed hereunder shall be made to each the Purchaser in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing DateDeadline, then for each day following the Filing DateDeadline, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective DateDeadline, then for each day following the Required Effective DateDeadline, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such Purchaser for its Shares pursuant to this AgreementAgreement (pro rata on a 30 day basis); and for any such day30-day period, such payment shall be made no later than the first three business days following such 30-day of the calendar month next succeeding the month in which such day occursperiod. If a the Purchaser shall be prohibited from selling Shares under the Registration Statement as a result of a Suspension of more than thirty (30) 45 consecutive days or Suspensions on of more than two (2) occasions an aggregate of not more than thirty (30) 90 days each in any 12365-month day period, then for each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement for each such dayday (pro rata on a 30 day basis), and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. For purposes of this Section 7.77.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 5.9 of this Agreement. Any payments made pursuant to this Section 7.7 7.6 shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, the liquidated damages payable to the Purchaser shall not exceed 10% of the aggregate purchase price paid by the Purchaser for the Shares and in no event shall the Company be obligated to pay such any liquidated damages pursuant to this Section 7.6 to more than one Purchaser in respect of the same Shares for the same period of time. The liquidated damage Such payments imposed hereunder shall be made to each Purchaser the Purchasers in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing DateDeadline, then for each day following the Filing DateDeadline, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective DateDeadline due to a breach by the Company of its obligations under Section 7.2(ii) hereof, then for each day following the Required Effective DateDeadline, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03332.0% of the purchase price paid by such Purchaser for its Shares pursuant to this AgreementAgreement (calculated on a daily pro rata basis for any portion of such 30-day period prior to the cure of such failure); and for any such day30-day period (or earlier period if such failure is cured prior to 30 days), such payment shall be made no later than the first three business days following such 30-day period (or earlier period if such failure is cured prior to 30 days). If, due to any failure of the calendar month next succeeding Company to use its commercially reasonable efforts, the month in which such day occurs. If a Purchaser shall be prohibited from selling Shares under the Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month period, then for each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03332.0% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement for each such dayday (calculated on a daily pro rata basis for any portion of such 30-day period prior to the cure of such event), and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. For purposes of this Section 7.77.4, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each Purchaser pursuant to Section 9 of this Agreementthe Purchaser. Any payments made pursuant to this Section 7.7 7.4 shall not constitute a the Purchaser’s sole and exclusive legal remedy for such events (provided, that the Purchaser may, in lieu of such legal remedy, ▇▇▇ for specific performance for such events). Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such any liquidated damages pursuant to this Section 7.4 to more than one Purchaser in respect of the same Shares for the same period of time. The liquidated damage payments imposed hereunder shall be made to each Purchaser in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing Date, then for each day following the Filing Date, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective Date, then for each day following the Required Effective Date, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement; and for any such day, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. If a the Purchaser shall be prohibited from selling Shares under the Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month period, then for each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. For purposes of this Section 7.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 of this Agreement. Any payments made pursuant to this Section 7.7 7.7. shall not constitute a the Purchaser’s 's exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages to more than one Purchaser in respect of the same Shares for the same period of time. The liquidated damage Such payments imposed hereunder shall be made to each the Purchaser in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing DateDeadline, then for each day following the Filing DateDeadline, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective DateDeadline, then for each day following the Required Effective DateDeadline, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30‑day period equal to 0.03331.0% of the purchase price paid by such Purchaser for its Shares pursuant to this AgreementAgreement (calculated on a daily pro rata basis for any portion of such 30-day period prior to the cure of such failure); and for any such day30-day period (or earlier period if such failure is cured prior to 30 days), such payment shall be made no later than the first three business days following such 30-day of the calendar month next succeeding the month in which period (or earlier period if such day occursfailure is cured prior to 30 days). If a the Purchaser shall be prohibited from selling Shares under the Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month 12‑month period, then for each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement for each such dayday (calculated on a daily pro rata basis for any portion of such 30-day period prior to the cure of such event), and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. For purposes of this Section 7.77.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 5(h) of this Agreement. Any payments made pursuant to this Section 7.7 7.6 shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such any liquidated damages pursuant to this Section 7.6 (i) to more than one Purchaser in respect of the same Shares for the same period of timetime or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers for the Shares pursuant to this Agreement. The liquidated damage Such payments imposed hereunder shall be made to each Purchaser the Purchasers in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission SEC on or prior to the Filing DateDeadline, then for each day following the Filing DateDeadline, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) SEC by the Required Effective DateDeadline, then for each day following the Required Effective DateDeadline, until but excluding the date the Commission SEC declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price Purchase Price paid by such Purchaser for its Shares pursuant to this Agreement; and for any such day30-day period, such payment shall be made no later than the first three business days following such 30-day of the calendar month next succeeding the month in which such day occursperiod. If a the Purchaser shall be prohibited from selling Conversion Shares under the Registration Statement as a result of a Suspension of more than thirty sixty (3060) days or Suspensions on in the aggregate of more than two ninety (2) occasions of not more than thirty (3090) days each in any 12-month 365 day period, then for each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price Purchase Price paid by such Purchaser for its Shares pursuant to this Agreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. For purposes of this Section 7.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 5.9 of this Agreement. Any payments made pursuant to this Section 7.7 shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such any liquidated damages pursuant to this Section 7.7 (i) to more than one Purchaser in respect of the same Shares for the same period of timetime or (ii) in an aggregate amount that exceeds 10% of the Purchase Price paid by the Purchasers for the Shares pursuant to the Agreements. The liquidated damage Such payments imposed hereunder shall be made to each Purchaser the Purchasers in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing Date, then for each day following the Filing Date, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective Date, then for each day following the Required Effective Date, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement; and for any such day, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. If a the Purchaser shall be prohibited from selling Shares under the Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month period, then for each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. For purposes of this Section 7.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 of this Agreement. Any payments made pursuant to this Section 7.7 shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages to more than one Purchaser in respect of the same Shares for the same period of time. The liquidated damage Such payments imposed hereunder shall be made to each the Purchaser in cash.

Delay in Filing or Effectiveness of Registration Statement. (a) If (i) the Initial Registration Statement is not filed by the Company with the Commission SEC on or prior to the Filing DateDeadline, then for each day following the Filing DateDeadline, until but excluding the date the Initial Registration Statement is filed, or if a prospectus included in the Registration Statement which has been declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) by the Required Effective Date, then for each day following the Required Effective Date, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, shall pay such Purchaser the New Investors with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such Purchaser New Investors for its Shares pursuant to this Agreement; and for any Agreement (on a daily basis over such day, such payment shall be made no later than period) (the first business day of "FILING LIQUIDATED DAMAGES") or (ii) if the calendar month next succeeding the month in which such day occurs. If a Purchaser shall be prohibited from selling Shares under the Initial Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of is not more than thirty (30) days each in any 12-month perioddeclared effective by the SEC by the Effective Deadline, then for each day on which a Suspension following the Effective Deadline, until but excluding the date that is in effect that exceeds the maximum allowed period for a Suspension earlier of the date the SEC declares the Initial Registration Statement effective or Suspensions, but not including any the 30th day on which a Suspension is liftedafter the Effective Deadline, the Company shall pay the New Investors with respect to any such Purchaserfailure, as liquidated damages and not as a penalty, an amount for such period equal to 0.03330.50% of the purchase price paid by such Purchaser New Investors for its Shares pursuant to this Agreement (pro rata) (the "150 DAY LIQUIDATED DAMAGES") or (iii) if the Initial Registration Statement is not declared effective by the SEC by the 180 Day Effective Deadline, then for each day following the 180 Day Effective Deadline, until but excluding the date the SEC declares the Initial Registration Statement effective, the Company shall pay the New Investors with respect to any such dayfailure, as liquidated damages and such payment shall be made no later than the first business not as a penalty, an amount per 30-day period equal to 1.0% of the calendar month next succeeding the month in which purchase price paid by such day occurs. For purposes of this Section 7.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each Purchaser pursuant to Section 9 of this Agreement. Any payments made New Investors for its Shares pursuant to this Section 7.7 shall not constitute Agreement (pro rata on a Purchaser’s exclusive remedy for such events30 day basis) (the "180 Day LIQUIDATED DAMAGES," and together with the Filing Liquidated Damages and the 150 Day Liquidated Damages, the "Liquidated Damages"). Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages any Liquidated Damages pursuant to this Section 6.2 (i) to more than one Purchaser New Investor in respect of the same Shares or Warrants for the same period of time, (ii) with respect to any Cutback Shares, (iii) with respect to the Warrants or any Warrant Shares, (iv) in respect of any Shares that are eligible to be sold by any New Investor pursuant to Rule 144 and (v) of more than 5.0% of the Purchase Price, in the aggregate. (g) Notwithstanding anything herein to the contrary, the Company in its sole discretion may pay any Liquidated Damages in either (i) cash or (ii) additional shares of common stock. The liquidated damage payments imposed hereunder Such additional shares shall be made valued by the average VWAP five (5) trading days prior to each Purchaser in cashwhen such Liquidated Damages shall be paid.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing Date, then for each day following the Filing Date, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been declared effective by the Commission, is not delivered to the Purchasers Subscribers (as set forth in Section 7.1(e7.1(d)) by the Required Effective Date, then for each day following the Required Effective Date, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such Purchaser the Subscriber with respect to any such failure, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser Subscriber for its Shares Securities pursuant to this Agreement; and for any such day, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. If a Purchaser the Subscriber shall be prohibited from selling Registrable Shares under the Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month period, then for each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such Purchaserthe Subscriber, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser Subscriber for its Shares the Securities pursuant to this Agreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. For purposes of this Section 7.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each Purchaser the Subscriber pursuant to Section 9 17 of this Subscription Agreement. Any payments made pursuant to this Section 7.7 shall not constitute a Purchaserthe Subscriber’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages to more than one Purchaser Subscriber in respect of the same Shares Securities for the same period of time. The liquidated damage payments imposed hereunder shall be made to each Purchaser the Subscriber in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing DateDeadline, then for each day following the Filing DateDeadline, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective DateDeadline, then for each day following the Required Effective DateDeadline, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such Purchaser for its Shares pursuant to this AgreementAgreement (calculated on a daily pro rata basis for any portion of such 30-day period prior to the cure of such failure); and for any such day30-day period (or earlier period if such failure is cured prior to 30 days), such payment shall be made no later than the first three business days following such 30-day of the calendar month next succeeding the month in which period (or earlier period if such day occursfailure is cured prior to 30 days). If a the Purchaser shall be prohibited from selling Shares under the Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month period, then for each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement for each such dayday (calculated on a daily pro rata basis for any portion of such 30-day period prior to the cure of such event), and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. For purposes of this Section 7.77.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 5.11 of this Agreement. Any payments made pursuant to this Section 7.7 7.6 shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such any liquidated damages pursuant to this Section 7.6 (i) to more than one Purchaser in respect of the same Shares for the same period of timetime or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers for the Shares pursuant to this Agreement. The liquidated damage Such payments imposed hereunder shall be made to each Purchaser the Purchasers in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing Deadline Date, then for each day following the Filing Deadline Date, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the CommissionCommission by the Effectiveness Deadline Date, or if, after the date the registration statement is not delivered declared effective, sales pursuant to the Purchasers (as registration statement are suspended for more than the periods set forth in Section 7.1(e)10(c) by the Required Effective Datebelow, then for each day following the Required Effective DateFiling Deadline Date or Effectiveness Deadline Date (as the case may be), until but excluding the date the Registration Statement is filed or the Commission declares the Registration Statement effectiveeffective (as the case may be), and for each day in excess of the days permitted for suspensions under Section 10(c), the Company shall, for each such day, pay such each Purchaser with respect that has completed and delivered to any such failurethe Company, at least five business days prior to the date the Registration Statement is declared effective, a Selling Stockholder Questionnaire, as liquidated damages and not as a penalty, an amount equal to 0.0333a rate per year of 12% of the purchase price paid by such Purchaser Purchase Price for its Shares pursuant to this Agreementthe first 28-day period and a rate per year of 18% of the Purchase Price thereafter; and for any such day, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. If a Purchaser occurs and shall be prohibited prorated for partial periods. The parties agree that the sole damages payable for a violation of the terms of this Agreement with respect to which liquidated damages are expressly provided shall be such liquidated damages. Nothing shall preclude the Purchaser from selling Shares under pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. The parties hereto agree that the liquidated damages provided for in this Section 9 constitute a reasonable estimate of the damages that may be incurred by the Purchaser by reason of the failure of the Registration Statement as a result of a Suspension of more than thirty (30) days to be filed or Suspensions on more than two (2) occasions of not more than thirty (30) days each declared effective in any 12-month periodaccordance with the provisions hereof, then for each day on which a Suspension is except in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such Purchaser, as liquidated damages and not as a penalty, an amount equal to 0.0333% case of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. For purposes of this Section 7.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each Purchaser pursuant to Section 9 of this Agreement. Any payments made pursuant to this Section 7.7 shall not constitute a PurchaserCompany’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages to more than one Purchaser in respect of the same Shares for the same period of time. The liquidated damage payments imposed hereunder shall be made to each Purchaser in cashwillful breach.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission SEC on or prior to the Filing DateDeadline, then for each day following the Filing DateDeadline, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) SEC by the Required Effective DateDeadline, then for each day following the Required Effective DateDeadline, until but excluding the date the Commission SEC declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30‑day period equal to 0.03331.0% of the purchase price Purchase Price paid by such Purchaser for its Shares pursuant to this Agreement; and for any such day30-day period, such payment shall be made no later than the first three business days following such 30-day of the calendar month next succeeding the month in which such day occursperiod. If a the Purchaser shall be prohibited from selling Conversion Shares under the Registration Statement as a result of a Suspension of more than thirty sixty (3060) days or Suspensions on in the aggregate of more than two ninety (2) occasions of not more than thirty (3090) days each in any 12-month 365 day period, then for each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price Purchase Price paid by such Purchaser for its Shares pursuant to this Agreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. For purposes of this Section 7.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 5.9 of this Agreement. Any payments made pursuant to this Section 7.7 shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such any liquidated damages pursuant to this Section 7.7 (i) to more than one Purchaser in respect of the same Shares for the same period of timetime or (ii) in an aggregate amount that exceeds 10% of the Purchase Price paid by the Purchasers for the Shares pursuant to the Agreements. The liquidated damage Such payments imposed hereunder shall be made to each Purchaser the Purchasers in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Resale Registration Statement is not filed by the Company with the Commission on or prior to the Filing DateDeadline, then for each day following the Filing Date, Deadline until but excluding the date the Resale Registration Statement is filedfiled or, if earlier, until the date the Shares and the Warrant Shares purchased hereunder may be sold pursuant to Rule 144 under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold and without the requirement to be in compliance with Rule 144(c)(1) (the “Applicable Rule 144 Full Liquidity Date”), or if a prospectus included in the Resale Registration Statement which has been is not declared effective by the CommissionCommission by the Effective Deadline (unless the Commission seeks to impose, or notifies the Company that the Commission is considering, a limitation in the number of shares of Common Stock that the Purchaser and the Other Purchasers may include in the Resale Registration Statement, in which case the provisions of this Section 4.2(h) shall not be applicable if the Resale Registration Statement is not delivered to the Purchasers (as set forth in Section 7.1(e)) declared effective by the Required Commission by the Effective DateDeadline), then for each day following the Required Effective Date, Deadline until but excluding the date the Commission declares the Resale Registration Statement effectiveeffective or, if earlier, until the Applicable Rule 144 Full Liquidity Date, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such the Purchaser for its Shares Securities pursuant to this Agreement; and for any such day30-day period, such payment shall be made no later than the first three business days following such 30-day of the calendar month next succeeding the month in which such day occursperiod. If a the Purchaser shall be prohibited from selling Shares or Warrant Shares under the Resale Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month period, then for each day prior to the Applicable Rule 144 Full Liquidity Date on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such the Purchaser for its Shares or Warrant Shares, as applicable, pursuant to this Agreement for each such day30-day period, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. For purposes of this Section 7.74.2(h), a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 3.2(k) of this Agreement. Any payments made pursuant to this Section 7.7 4.2(h) shall not constitute a the Purchaser’s exclusive remedy for such events; provided, however, that any payments made by the Purchaser pursuant to this Section 4.2(h) shall reduce the amount of any damages that the Purchaser may be entitled to as a remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such any liquidated damages pursuant to more than one this Section 4.2(h)(i) with respect to any Shares or Warrant Shares for any period of time if the Company is obligated to pay to any Other Purchaser in respect liquidated damages pursuant to Section 4.2(h) of the Agreement executed by such Other Purchaser with respect to the exact same Shares or Warrant Shares for the same period of timetime or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchaser for the Shares and the Warrants pursuant to this Agreement. The liquidated damage Such payments imposed hereunder shall be made to each Purchaser the Purchasers in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing Date, then for each day following the Filing Date, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective Date, then for each day following the Required Effective Date, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement; and for any such day, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. If a the Purchaser shall be prohibited from selling Shares under the Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month period, then for each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. For purposes of this Section 7.7, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 of this Agreement. Any payments made pursuant to this Section 7.7 7.7. shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages to more than one Purchaser in respect of the same Shares for the same period of time. The liquidated damage Such payments imposed hereunder shall be made to each the Purchaser in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing DateDeadline, then for each day following the Filing DateDeadline, until but excluding the date of the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to Commission by sixty (60) days following the Purchasers Filing Deadline (as set forth in Section 7.1(ethe “Effective Deadline”)) by the Required Effective Date, then for each day following the Required Effective DateDeadline, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30 day period equal to 0.03331.0% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement; and for any such day30 day period, such payment shall be made no later than the first three business days following such 30 day of the calendar month next succeeding the month in which such day occursperiod. If a the Purchaser shall be prohibited from selling Shares under the Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-a 12 month period, then for each day on which a Suspension is in effect that exceeds the a maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount per 30 day period equal to 0.03331.0% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. For purposes of this Section 7.77.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 5(h) of this Agreement. Any payments made pursuant to this Section 7.7 7.6 shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such any liquidated damages pursuant to this Section 7.6 (i) to more than one Purchaser in respect of the same Shares for the same period of timetime or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers for the Shares pursuant to this Agreement. The liquidated damage Such payments imposed hereunder shall be made to each Purchaser the Purchasers in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing Date, then for each day following the Filing Date, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective Date, then for each day following the Required Effective Date, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, shall pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03330.5% of the purchase price paid by such Purchaser for its Shares pursuant to this AgreementAgreement (pro rata on a 30 day basis); and for any such day30-day period, such payment shall be made no later than the first three business days following such 30-day of the calendar month next succeeding the month in which such day occursperiod. If a the Purchaser shall be prohibited from selling Conversion Shares under the Registration Statement as a result of a Suspension of more than thirty (30) 60 consecutive days or Suspensions on of more than two (2) occasions of not more than thirty (30) 90 days each in the aggregate in any 12-month period, then for each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03330.5% of the purchase price paid by such Purchaser for its Shares pursuant to this Agreement (pro rata on a 30 day basis); and for each any such day30-day period, and such payment shall be made no later than the first three business days following such 30-day of the calendar month next succeeding the month in which such day occursperiod. For purposes of this Section 7.77.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 11 of this Agreement. Any payments made pursuant to this Section 7.7 7.6 shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages (a) to more than one Purchaser in respect of the same Shares or Conversion Shares for the same period of timetime or (b) in an aggregate amount that exceeds 10% of the purchase price paid by such Purchase for its Shares and Conversion Shares pursuant to this Agreement. The liquidated damage Such payments imposed hereunder shall be made to each the Purchaser in cash.

Delay in Filing or Effectiveness of Registration Statement. If the Initial Registration Statement is not filed by the Company with the Commission on or prior to the Filing DateDeadline, then for each day following the Filing DateDeadline, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective DateDeadline, then for each day following the Required Effective DateDeadline, until but excluding the date the Commission declares the applicable Registration Statement effective, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such Purchaser for its Shares Securities pursuant to this AgreementAgreement (pro rata on a 30 day basis) (the "LIQUIDATED DAMAGES"); and for any such day30-day period, such payment shall be made no later than the first business seven Business Days following such 30-day of the calendar month next succeeding the month in which such day occursperiod. If a the Purchaser shall be prohibited from selling Shares Registrable Securities under the a Registration Statement as a result of a Suspension of more than thirty (30) days or 15 consecutive days, Suspensions on of more than two (2) occasions an aggregate of not more than thirty (30) 30 days each in any 12365-month day period or less than 5 Trading Days elapse between any Suspension period, then for each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 0.03331.0% of the purchase price paid by such Purchaser for its Shares Securities pursuant to this Agreement for each such dayday (pro rata on a 30 day basis), and such payment shall be made no later than the first business day Business Day of the calendar month next succeeding the month in which such day occurs. For purposes of this Section 7.77.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 of this Agreement. Any payments made pursuant to this Section 7.7 shall not constitute a Purchaser’s exclusive remedy for such events5.9. Notwithstanding the foregoing provisions, in no event shall the Company be obligated (i) to pay such liquidated damages any Liquidated Damages pursuant to this Section 7.6 to more than one Purchaser in respect of the same Shares Securities for the same period of timetime and (ii) to pay to Purchaser Liquidated Damages pursuant to this Section 7.6 of more than 10% of the Aggregate Purchase Price. The liquidated damage In the event the Company fails to make such Liquidated Damages payments imposed hereunder in a timely manner, such Liquidated Damages shall be made to each Purchaser bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in cashfull.

Delay in Filing or Effectiveness of Registration Statement. (a) If (i) the initial Registration Statement is not filed by the Company with the Commission SEC on or prior to fifty five (55) days after the Closing (the “Mandatory Registration Date”), (ii) such Registration Statement is not effective on the Mandatory Registration Effective Date, (iii) any Subsequent Registration Statement is not filed by the Mandatory Subsequent Registration Filing Date, or (iv) any Subsequent Registration Statement is not effective on the Mandatory Subsequent Registration Effective Date (each such event a “Registration Failure”), then for each day (w) following the Mandatory Registration Date, (x) following each Mandatory Subsequent Registration Filing Date, (y) following the Mandatory Registration Effective Date, or (z) following each Mandatory Subsequent Registration Effective Date, until but excluding the date the Registration Statement is filed, or if a prospectus included in the Subsequent Registration Statement which has been declared effective by the Commissionis filed or becomes effective, is not delivered to the Purchasers (as set forth in Section 7.1(e)) by the Required Effective Date, then for each day following the Required Effective Date, until but excluding the date the Commission declares the Registration Statement effectiveapplicable, the Company shall, for each such day, pay such Purchaser the Holder with respect to any such failure, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the sum of (i) the purchase price amount paid by such Purchaser Holder (or if such Holder was not an Investor, by the Investor from which the Holder directly or indirectly acquired the Registrable Shares) for its Registrable Shares pursuant to this Agreementthe Unit Subscription Agreement (the “Subscription Payment”) and (ii) amount paid for Underlying Securities held by such Holder (the “Warrant Payment”); and for any such day, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. ; provided however, that liquidated damages arising from a Registration Failure shall accrue or be payable by the Company only to the extent of the number of Registrable Shares affected by such Registration Failure. (b) If a Purchaser the Holder shall be prohibited from selling Shares under the Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month period, then for each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such Purchaserthe Holders, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser Holder (or if such Holder was not an Investor, by the Investor from which the Holder directly or indirectly acquired the Registrable Shares) for its Registrable Shares pursuant to this the Unit Subscription Agreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. For purposes of this Section 7.77, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each Purchaser the Holder pursuant to Section 9 10(b) of this Agreement. Any payments made pursuant to this Section 7.7 shall not constitute a Purchaser’s exclusive remedy for such events. . (c) Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages to more than one Purchaser Holder in respect of the same Registrable Shares for the same period of time. The liquidated damage Any payments imposed hereunder made pursuant to this Section 7 shall not constitute the Holder’s exclusive remedy for such events. (d) Payments under this Section 7 shall be made to each Purchaser the Holder in cash, provided that the Company shall have the option, in its sole discretion, to pay the liquidated damages amounts accruing after the first three months (in each instance in which liquidated damages may occur) with additional Shares, with the price of each such additional Share to be deemed equal to the average closing price per share of the Company’s Common Stock as quoted on the OTCBB for each such 30 business day period, or portion thereof. In no event shall payment pursuant to this Section exceed 20% in the aggregate of (i) the Subscription Payment and (ii) the Warrant Payment. These payments will be prorated on a daily basis during the 30-business day period and will be paid to each Holder within ten business days following the end of each 30-business day period as to which payment is due hereunder provided that the respective Holder delivered to the Company at least two business days prior thereto information with respect to the number of Shares, Warrants and Underlying Securities not previously sold by such Holder (together with reasonable supporting documentation). The Holders may make a claim for additional damages as a remedy for the Company’s failure to comply with the timelines set forth in this Section, but acknowledgement of such right in this Agreement shall not constitute an admission by the Company that any such damages exist or may exist. Nothing contained in the preceding sentence shall be read to limit the ability of the Holders to seek specific performance of this Agreement.

Delay in Filing or Effectiveness of Registration Statement. If (i) the Registration Statement is not filed by the Company with the Commission on or prior to the Filing Date, then for each day following the Filing Date, until but excluding the date the Registration Statement is filed, or if a prospectus included in (ii) the Registration Statement which has been is not declared effective by the Commission, is not delivered to the Purchasers (as set forth in Section 7.1(e)) Commission by the Required Effective Date, then for each day following the Required Effective Date, until but excluding the date the Commission declares the Registration Statement effective, in each case, the Company shall, for each such day, pay such the Purchaser with respect to any such failure, as liquidated partial damages and not as a penalty, an amount equal to 0.03330.0667% of the purchase price paid by such the Purchaser for its Shares the Securities pursuant to this Agreement; and for any such day, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. If a the Purchaser shall be prohibited from selling any of the Shares under the Registration Statement as a result of a Suspension of more than thirty (30) days or Suspensions on more than two (2) occasions of not more than thirty (30) days each in any 12-month period, then for each day on which a Suspension is in effect that exceeds the maximum allowed period above for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay such the Purchaser, as liquidated partial damages and not as a penalty, an amount equal to 0.03330.0667% of the purchase price paid by such the Purchaser for its Shares the Securities purchased pursuant to this Agreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. For purposes of this Section 7.77.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to each the Purchaser pursuant to Section 9 11 of this Agreement. Any payments made pursuant to this Section 7.7 7.6. shall not constitute a the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated partial damages to more than one Purchaser person in respect of the same Shares Securities for the same period of time. The liquidated damage Such payments imposed hereunder shall be made to each the Purchaser in cash.