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

Delay in Filing or Effectiveness of Registration Statement. In the event that the Registration Statement is not (A) filed by the Required Filing Date or (B) declared effective by the Required Effective Date, the Company shall pay to each Purchaser (except for any Purchaser whose failure to provide information as required hereunder causes a delay in filing or obtaining effectiveness) liquidated damages (in addition to the rights and remedies available to each Purchaser under applicable law and this Agreement), at a rate equal to two percent (2%) per month (pro rata on a 30-day basis) of the total purchase price of the Purchased Securities purchased by such Purchaser pursuant to this Agreement for the period from and including the first day following the Required Filing Date or Required Effective Date, as the case may be, until, but excluding, the earlier of (x) the date the Registration Statement is filed, or the date the SEC declares the Registration Statement effective, as applicable and (y) the date that is the two-year anniversary of the Closing Date, as the case may be. Such liquidated damages shall be payable in cash within ten (10) days of the end of each one (1) month anniversary of the Required Filing Date or Required Effective Date, as the case may be; provided, however, that the Company shall not be obligated to pay liquidated damages to each such Purchaser for more than twenty-three (23) months and that the maximum amount of liquidated damages that the Company shall be obligated to pay to each such Purchaser shall be equal to 46% of the total purchase price of the Purchased Securities purchased by such Purchaser pursuant to this Agreement.

Delay in Filing or Effectiveness of Registration Statement. In the event that If the Registration Statement is not (A) filed by the Required Company with the Commission on or prior to the Filing Date or (B) declared effective by the Required Effective Date, the Company shall pay to then for each Purchaser (except for any Purchaser whose failure to provide information as required hereunder causes a delay in filing or obtaining effectiveness) liquidated damages (in addition to the rights and remedies available to each Purchaser under applicable law and this Agreement), at a rate equal to two percent (2%) per month (pro rata on a 30-day basis) of the total purchase price of the Purchased Securities purchased by such Purchaser pursuant to this Agreement for the period from and including the first day following the Required Filing Date or Required Effective Date, as the case may be, until, until but excluding, the earlier of (x) excluding the date the Registration Statement is filed, or if the Registration Statement is not declared effective by the Commission by the Required Effective Date, then for each day following the Required Effective Date, until but excluding the date the SEC Commission declares the Registration Statement effective, the Company shall, for each such day, pay the Purchaser with respect to any such failure, as applicable liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its 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 the Purchaser shall be prohibited from selling Registration Shares under the Registration Statement as a result of a Suspension of more than forty-five (y45) days in any period of 12 consecutive months or there shall have occurred two or more Suspension in any period of 12 consecutive months then for each day on which a Suspension is in effect that exceeds the maximum allowed period for a single Suspension or if there shall have been more than a single Suspension in any period of 12 consecutive months, but not including any day on which a Suspension is lifted, the Company shall pay 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 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 is the two-year anniversary of the Closing Date, as the case may be. Such liquidated damages shall be payable in cash within ten (10) days of the end of each one (1) month anniversary of the Required Filing Date or Required Effective Date, as the case may be; provided, however, notice that the Company Suspension has been lifted is delivered to the Purchaser pursuant to Section 9 of this Agreement. Any payments made pursuant to this Section 7.7 shall not constitute 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 each such Purchaser for more than twenty-three one Purchaser in respect of the same Shares for the same period of time. The liquidated damage payments imposed hereunder shall be made to the Purchaser in cash. The Company agrees that, notwithstanding the exception provided for a single Suspension of not more than 45 days in any period of twelve consecutive months (23) months and that an “Excepted Suspension”), it will pay the maximum amount of prescribed liquidated damages that during the period of the Excepted Suspension unless the suspension has been approved in good faith by the Board of Directors of the Company shall be obligated to pay to each such Purchaser shall be equal to 46% on the basis of the total purchase price of the Purchased Securities purchased by such Purchaser pursuant to this Agreementa pending material undisclosed development (including, without limitation, material merger and acquisition activity).

Delay in Filing or Effectiveness of Registration Statement. (a) The Company shall use its best efforts to ensure that a registration statement (the "Registration Statement") is filed on or before the Filing Date. The Registration Statement will include for resale by the Holders in accordance with the plan of distribution set forth therein the Common Stock included within the units and the Common Stock underlying the Warrants (the "Registrable Securities"), but not the Warrants themselves. In the event the Registration Statement covering this offering is not filed on or before the Filing Date, the Company shall pay the Investor, as liquidated damages, 1% of the purchase price of the Units for every 30 calendar day period that the Registration Statement is not filed. Any liquidated damages shall be paid in cash or freely trading common stock at the Company's option, and such damages shall continue until the obligation is fulfilled, subject to a maximum of twenty-four (A24) filed months from the Closing Date. If paid in freely trading Common Stock the pricing for the shares shall be based on the 5-day average closing bid price for the Common Stock for the 3 days prior to the date the shares are delivered to the Investor. Notwithstanding the foregoing, the amounts payable by the Required Filing Date Company pursuant to this Section shall not be payable to the extent any delay in the filing of the Registration Statement occurs because of an act of, or a failure to act or to act timely by the Investor. The damages set forth in this Section shall continue until the obligation is fulfilled and shall be paid within three (B3) business days after each thirty (30) day period, or portion thereof, until the Registration Statement is filed. Failure of the Company to make payment within said three (3) business days shall be considered a default. The Company acknowledges that its failure to have the Registration Statement filed within said forty-five (45) calendar day period will cause the Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties' good faith effort to quantify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not relieve the Company from its obligations to register the Common Stock and deliver the Common Stock pursuant to the terms of this Agreement. (b) The Company shall use its best efforts to cause such Registration Statement to become effective on or before the Effective Date. The Company represents and warrants that it shall cause the Registration Statement relating to the Registrable Securities to become effective no later than three (3) business days after notice from the SEC that the Registration Statement may be declared effective. In the event the Registration Statement is not declared effective within one hundred (100) calendar days following the Closing Date (unless the delay was caused by the Required Effective failure of Investors, who have invested more than 50% of the amount of gross funds raised on the Closing Date, to provide the Company with information regarding such Investors necessary to be included therein or to agree to a customary cross indemnification agreement), the Company shall pay to each Purchaser (except for any Purchaser whose failure to provide information the non-defaulting Investors, as required hereunder causes a delay in filing or obtaining effectiveness) liquidated damages (in addition to the rights and remedies available to each Purchaser under applicable law and this Agreement)damages, at a rate equal to two percent (2%) per month (pro rata on a 30-day basis) 1% of the total purchase price of the Purchased Units for every 30 calendar day period, or portion thereof, that the registration statement is not declared effective. Any liquidated damages shall be paid in cash or freely trading common stock at the Company's option, and such damages shall continue until the obligation is fulfilled, subject to a maximum of twenty-four (24) months from the Closing Date. If the Registration Statement covering the Registrable Securities purchased required to be filed by such Purchaser the Company is declared effective, but after the effective date the Investor's right to sell is suspended, then the Company shall pay the Investor the sum of one percent (1%) of the purchase price paid by the Investor for the Units pursuant to this Agreement for the period from and including the first each thirty (30) calendar day period, pro rata, following the Required Filing Date or Required Effective Date, as suspension until such suspension ceases. If paid in freely trading Common Stock the case may be, until, but excludingpricing for the shares shall be based on the 5-day average closing bid price for the Common Stock for the 3 days prior to the date the shares are delivered to the Investor. Notwithstanding the foregoing, the earlier amounts payable by the Company pursuant to this Section shall not be payable to the extent any delay in the effectiveness of the Registration Statement occurs because of an act of, or a failure to act or to act timely by the Investor. The damages set forth in this Section shall continue until the obligation is fulfilled or a maximum of twenty-four (x24) the date months and shall be paid within three (3) business days after each thirty (30) day period, or portion thereof, until the Registration Statement is filed, or declared effective. Failure of the date the SEC declares Company to make payment within said three (3) business days shall be considered a default. The Company acknowledges that its failure to have the Registration Statement effectivefiled within said one hundred (100) calendar day period or to permit the suspension of the effectiveness of the Registration Statement, will cause the Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties' good faith effort to quantify such damages and, as applicable such, agree that the form and (y) the date that is the two-year anniversary amount of the Closing Date, as the case may besuch liquidated damages are reasonable and will not constitute a penalty. Such The payment of liquidated damages shall be payable in cash within ten (10) days not relieve the Company from its obligations to register the Common Stock and deliver the Common Stock pursuant to the terms of this Agreement. The Company shall respond to all SEC comments promptly, and will keep Charleston Capital Corporation or its counsel advised with respect to the SEC's review of the end Registration Statement. (c) The Company agrees not to include any other securities, other than the Common Stock underlying the units, in this Registration Statement without Investor's prior written consent. Furthermore, the Company agrees that it will not file, without the consent of each one (1) month anniversary a majority of the Required Filing Date Invesotrs, any other Registration Statement for other securities, for a period of 0ne hundred eighty (180) calendar days after the Registration Statement for the Registrable Securities is declared effective and remains effective for ninety (90) calendar days, unless it is for additional financing being made by the Investor in this Offering. (d) Nothing contained in this Agreement shall be deemed to establish or Required Effective Date, as require the case may be; provided, however, payment of interest to the Investor at a rate in excess of the maximum rate permitted by governing law. In the event that the rate of interest required to be paid exceeds the maximum rate permitted by governing law, the rate of interest required to be paid thereunder shall be automatically reduced to the maximum rate permitted under the governing law and such excess shall be returned with reasonable promptness by the Investor to the Company. (e) The Company shall not be obligated to pay liquidated damages to each bear registration expenses of the Registration Statement and its counsel shall prepare and file the Registration Statement. Charleston Capital Corporation and any other person for whom Registrable Securities are included in the Registration Statement will bear their own expenses. Each such Purchaser for more than twenty-three (23) months and that the maximum amount of liquidated damages that person will also provide the Company shall with information regarding "Selling Securityholders" and "Plan of Distribution" and other information required to be obligated included about them, their stock and Warrant ownership, and otherwise that is necessary to pay be included in the Registration Statement. Charleston Capital Corporation understands that it and persons associated with it will likely be considered to each such Purchaser shall be equal to 46% of underwriters by the total purchase price of SEC and the Purchased Securities purchased by such Purchaser pursuant to SEC will likely require this Agreementdisclosure in the Registration Statement.

Delay in Filing or Effectiveness of Registration Statement. In the event that the Registration Statement is not (A) filed by with the Required Filing SEC within thirty-five (35) days following the Closing Date or (B) declared effective within ninety (90) days following the Closing Date or, in the event of a review of the Registration Statement by the Required Effective DateSEC, within one hundred twenty (120) days following the Closing Date (a “Registration Delay”), the Company shall pay to each Purchaser (except for any Purchaser whose failure to provide information as required hereunder causes a delay in filing or obtaining effectivenesswho has provided the documents contemplated by Section 4(k) liquidated damages (in addition to the rights and remedies available to each Purchaser under applicable law and this Agreement), at a rate equal to two percent (2%i) per month (pro rata on a 30-day basis) 0.5% of the total purchase price of the Purchased Securities purchased by such Purchaser pursuant to this Agreement for the first fourteen (14) days a Registration Delay has occurred, (ii) 1.0% of the total purchase price of the Purchased Securities purchased by such Purchaser pursuant to this Agreement for the second fourteen (14) days a Registration Delay has occurred, and (iii) 2.5% of the total purchase price of the Purchased Securities purchased by such Purchaser pursuant to this Agreement for every successive thirty (30) day period from and including that occurs thereafter. 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 Purchased Securities for the same period of time or (b) for each of the first day two (2) years following the Required Filing Date or Required Effective Closing Date, as in an annual aggregate amount that exceeds 18% of the case may be, until, but excluding, purchase price paid by the earlier Purchaser for the Shares provided that the penalty in the second year shall reset at the one (1) year anniversary of (x) the date the Registration Statement is filed, or the date the SEC declares the Registration Statement effective, as applicable and (y) the date that is the two-year anniversary of the Closing Date, as the case may beDelay occurred. Such liquidated damages shall be payable in cash within ten (10) days of the end of each one (1) month anniversary of the Required Filing Date applicable filing or Required Effective Dateeffectiveness deadline set forth in this section 5(d)(i). Such liquidated damages shall be the Purchaser’s sole monetary remedy for such delay (unless such liquidated damages are disallowed, as the case may be; provided, however, reduced or not permitted by applicable law). Nothing shall preclude a Purchaser from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement in accordance with applicable law. The parties agree that the Company shall not be obligated to pay liquidated damages to each such Purchaser provided for more than twenty-three (23) months and that above constitute a reasonable estimate of the maximum amount of liquidated damages that the Company shall may be obligated to pay to each such Purchaser shall be equal to 46% incurred by holders of Purchased Shares by reason of the total purchase price failure of the Registration Statement to be filed or declared effective or available for effecting resales of Purchased Securities purchased by such Purchaser pursuant to this AgreementShares in accordance with the provisions hereof.

Delay in Filing or Effectiveness of Registration Statement. In the event that (a) If the Registration Statement is not (A) filed by the Required Company with the SEC on or prior to the Filing Date or (B) declared effective by the Required Effective Deadline Date, the Company shall pay to then for each Purchaser (except for any Purchaser whose failure to provide information as required hereunder causes a delay in filing or obtaining effectiveness) liquidated damages (in addition to the rights and remedies available to each Purchaser under applicable law and this Agreement), at a rate equal to two percent (2%) per month (pro rata on a 30-day basis) of the total purchase price of the Purchased Securities purchased by such Purchaser pursuant to this Agreement for the period from and including the first day following the Required Filing Date or Required Effective Deadline Date, as the case may be, until, until but excluding, the earlier of (x) excluding the date the Registration Statement is filed, or if the Registration Statement is not declared effective by the SEC by the Effectiveness Deadline Date, then for each day following the Effectiveness Deadline Date, until but excluding the date the SEC declares the Registration Statement effective, the Company shall, for each such day, pay each Investor in cash, as applicable liquidated damages ("Liquidated Damages") and (y) the date that is the two-year anniversary not as a penalty, an amount equal to 0.0493% of the Closing Purchase Price of each Share held by such Investor with respect to any such failure and for any such day. Such payment shall be made no later than the fifth business day of the calendar month next succeeding the month in which such day occurs. Such Liquidated Damages shall constitute the Investors' exclusive remedy at law, but not in equity, for such events. (b) Notwithstanding the foregoing, no Liquidated Damages shall be due or payable hereunder if the Company has filed the Registration Statement with the SEC on or prior to the Filing Deadline Date, as has received a "comment letter" from the case may be. Such liquidated damages shall be payable in cash SEC and has responded within ten (10) days following the Company's receipt of such comment letter, provided that the Company has communicated the SEC's comments to the Investors within ten (10) days of the end of each one (1) month anniversary of the Required Filing Date or Required Effective Date, as the case may be; provided, however, that the Company shall not be obligated to pay liquidated damages to each such Purchaser for more than twenty-three (23) months and that the maximum amount of liquidated damages that the Company Company's receipt thereof. The Investors shall be obligated bound by the provisions of this Agreement (including, without limitation, the provisions of Section 7 hereof) with respect to pay any and all non-public information communicated to each such Purchaser shall be equal to 46% of the total purchase price of the Purchased Securities purchased by such Purchaser them pursuant to this AgreementSection 0. Furthermore, commencing on the date that that is one-year after the Closing Date, no Liquidated Damages shall be due or payable with respect to that portion of an Investor's Registrable Securities that can be immediately sold in reliance on Rule 144.