Common use of Failure to File Registration Statement and Other Events Clause in Contracts

Failure to File Registration Statement and Other Events. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than one (1) Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier), which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodTime. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, except as set forth in Section 3(n), (iA) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date or is filed on or prior to the Closing DateFiling Date and is subsequently withdrawn by the Company, or (iiB) the Registration Statement is not declared effective by the Commission on or prior to the 120th day after the Closing Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2), or (C) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Commission in accordance with and within the time periods specified in Section 2 hereof or (E) the Company has breached Section 3(n), or (ivF) trading in the Common Stock shall be suspended or if the Common Stock is delisted from The Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, National Market for any reason for more than one (1) three Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth Days in the Certificate of Designationaggregate without subsequent listing on another securities exchange, quotation system or (vi) the Company has breached Section 3(n) of this Agreement market (any such failure or breach being referred to as an "“Event",” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such five Business Day period is exceeded, or for purposes of clause (D) after more than fifteen Business Days, or for purposes of clause (F) the date on which such three Business Day period is exceeded, being referred to as “Event Date”), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent (2%) of such Holder's pro rata share 3% for the first calendar month or portion thereof and 1.5% per calendar month thereafter or portion thereof of the purchase price paid by all Holders for Holder’s initial investment in the Preferred Stock purchased and then outstanding pursuant from the Event Date, less any amount of Preferred Stock that has been converted or redeemed by such Holder (provided that, with respect to the Purchase Agreement for Event described in clause (B), the initial thirty (30) “first calendar month” shall be deemed to commence on the 30th day period prior to the Event Date), until the applicable Event has been cured is cured; provided, that, liquidated damages for the first calendar month upon the occurrence of an Event shall be payable in cash only, and for each calendar month thereafter shall be payable at the Company’s option in cash or until shares of Common Stock. Notwithstanding anything to the Preferred Stock has been redeemed contrary in this paragraph (whichever is earliere), which shall be pro rated for such periods less than thirty if (30I) days and two percent (2%) of such Holder's pro rata share any of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty Events described in clauses (30A), (B) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days or (the "Periodic Amount"). Payments to be made pursuant to this Section 7(eC) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed (II) on or prior to the forty-fifth applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (45thIII) day the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the Closing termination of such postponement or suspension. If the Company elects to pay in shares of Common Stock, the number of such shares of Common Stock to be issued to the Holders pursuant to this paragraph (e) shall be based on the liquidated damage amount divided by the average of the closing bid and ask price of the Common Stock for the five trading days prior to such Event Date and maintained in shall be issuable promptly upon receipt by the manner contemplated herein during Company of a written demand from a Holder made on or after the Effectiveness Period or if any other Event as described herein has occurredDate.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodTime. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, except as set forth in Section 3(n), (iA) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Filing Date, or (iiB) the Registration Statement is not declared effective by the Commission on or prior to the 120th day after the Closing Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2), or (C) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Commission in accordance with Section 2 hereof or (E) the Company has breached Section 3(n), or (ivF) trading in the Common Stock shall be suspended or if the Common Stock is delisted from The Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, National Market for any reason for more than one (1) three Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth Days in the Certificate of Designationaggregate without subsequent listing on another securities exchange, quotation system or (vi) the Company has breached Section 3(n) of this Agreement market (any such failure or breach being referred to as an "EventEVENT," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such five Business Day period is exceeded, or for purposes of clause (D) after more than fifteen Business Days, or for purposes of clause (F) the date on which such three Business Day period is exceeded, being referred to as "EVENT DATE"), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent (2%) 3% for the first calendar month or portion thereof and 1.5% per calendar month thereafter or portion thereof of such the Holder's pro rata share of initial investment in the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant from the Event Date, less any amount of Preferred Stock that has been converted or redeemed by such Holder (provided that, with respect to the Purchase Agreement for Event described in clause (B), the initial thirty (30) "first calendar month" shall be deemed to commence on the 30th day period prior to the Event Date), until the applicable Event has been cured is cured; PROVIDED, THAT, liquidated damages for the first calendar month upon the occurrence of an Event shall be payable in cash only, and for each calendar month thereafter shall be payable at the Company's option in cash or until shares of Common Stock. Notwithstanding anything to the Preferred Stock has been redeemed contrary in this paragraph (whichever is earliere), which shall be pro rated for such periods less than thirty if (30I) days and two percent (2%) of such Holder's pro rata share any of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty Events described in clauses (30A), (B) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days or (the "Periodic Amount"). Payments to be made pursuant to this Section 7(eC) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed (II) on or prior to the forty-fifth applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (45thIII) day the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the Closing termination of such postponement or suspension. If the Company elects to pay in shares of Common Stock, the number of such shares of Common Stock to be issued to the Holders pursuant to this paragraph (e) shall be based on the liquidated damage amount divided by the average of the closing bid and asked price of the Common Stock for the five trading days prior to such Event Date and maintained in shall be issuable promptly upon receipt by the manner contemplated herein during Company of a written demand from a Holder made on or after the Effectiveness Period or if any other Event as described herein has occurredDate.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (45th) day following or in the Closing Dateevent an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2 hereof), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than one three (13) Business Day, other than pursuant to Section 3(n)Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason without reason, including by the consent of the particular Holder other than as set forth in the Certificate of DesignationCompany, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two one percent (21%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock the Notes purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period following the Event until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier)cured, which amount shall be pro rated for such periods any period less than thirty (30) days days, and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock the Notes purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period thereafter until the applicable Event has been cured cured, which shall be pro rated for such periods any period less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand at the option of the Holders in immediately available cash fundsor as an accrual to the amount outstanding under the Notes. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date or has not been declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not filed declared effective by the Commission on or prior to the forty-fifth (45th) day following the Closing Date November 1, 2006 and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, except as set forth in Section 3(n), (iA) the Registration Statement is not filed declared effective by the Commission on or prior to November 1, 2006 (or in the forty-fifth (45th) day following event an additional Registration Statement is filed because the Closing Dateactual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2), or (iiB) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review, or (iiiC) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Commission in accordance with Section 2 hereof or (D) the Company has breached Section 3(n), or (ivE) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq the American Stock Exchange (or any other securities exchange, quotation system, market or over-the-counter bulletin board principal exchange on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the Common Stock is traded) for any reason for more than one (1) three Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth Days in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clause (A) the date on which such Event occurs, or for purposes of clause (B) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (C) after more than twenty (20) Business Days, or for purposes of clause (E) the date on which such three (3) Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent (2%) 1.0% for each calendar month or portion thereof of the Holder's initial investment in the Notes from the Event Date, less any principal amount of the Notes that has been converted and sold by such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period , until the applicable Event has been cured or until is cured. Notwithstanding anything to the Preferred Stock has been redeemed contrary in this paragraph (whichever is earliere), which shall be pro rated for such periods less than thirty if (30I) days and two percent (2%) of such Holder's pro rata share any of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty Events described in clauses (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days A)or (the "Periodic Amount"). Payments to be made pursuant to this Section 7(eB) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed (II) on or prior to the forty-fifth applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (45thIII) day the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period termination of such postponement or if any other Event as described herein has occurredsuspension.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchaser agree that the Holders Holder will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders Holder further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (45th) day following or in the Closing Dateevent an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the OTC Bulletin Board for any reason for more than one ninety (190) Business Day, other than pursuant to Section 3(n)days in the aggregate, or (v) the conversion rights of the Holders Holder are suspended for any reason without reason, including by the consent of the particular Holder other than as set forth in the Certificate of DesignationCompany, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Notes, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty (30) days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each the Holder an amount equal to two percent (2%) of such Holder's pro rata share 3% of the purchase price Purchase Price paid by the Holder for all Holders for Preferred Notes (or Common Stock held by the Holder upon conversion or exercise thereof) purchased and then outstanding pursuant to the Purchase Agreement for the initial first thirty (30) day period, and 4% for each additional thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier)cured, which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders Holder if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date or has not been declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the fortythirty-fifth (45th35th) day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the fortythirty-fifth (45th35th) day following the Closing Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness PeriodPeriod due to an intentional and willful act by the Company, without being succeeded immediately by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "“Exchange"”), without immediately being listed on any other Exchange, for any reason for more than one (1) Business Day, other than pursuant to Section 3(n), due to an intentional and willful act by the Company, or (v) the conversion rights of the Holders to exercise into Warrant Shares are suspended for any reason due to an intentional and willful act by the Company without the consent of the particular Holder other than as set forth in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Purchase Agreement (any such failure or breach being referred to as an "“Event"”), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two one percent (21%) of such Holder's ’s pro rata share of the purchase price paid by all Holders for Preferred Stock Purchased Shares purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier)cured, which shall be pro rated for such periods less than thirty (30) days and two one percent (21%) of such Holder's ’s pro rata share of the purchase price paid by all Holders for Preferred Stock Purchased Shares purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "“Periodic Amount"”). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other an Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Date April 30, 2006 and maintained in the manner contemplated herein during the Effectiveness Period. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing DateApril 30, 2006, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than one (1) Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders to exercise into Warrant Shares are suspended for any reason without the consent of the particular Holder other than as set forth in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Purchase Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two one percent (21%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock Purchased Shares purchased and then outstanding pursuant to the Purchase Agreement or the Over-Allotment Option for the initial thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier)cured, which shall be pro rated for such periods less than thirty (30) days and two one percent (21%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock Purchased Shares purchased and then outstanding pursuant to the Purchase Agreement or the Over-Allotment Option for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e8(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Date April 30, 2006 and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred. Notwithstanding the foregoing, the Company shall remain obligated to cure the breach or correct the condition that caused the Event, and the Holder shall have the right to take any action necessary or desirable to enforce such obligation.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, except as set forth in Section 3(n), (iA) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Filing Date, or (iiB) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2), or (C) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Commission in accordance with Section 2 hereof or (E) the Company has breached Section 3(n), or (ivF) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq the OTC Bulletin Board (or any other securities exchange, quotation system, market or over-the-counter bulletin board principal exchange on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the Common Stock is traded) for any reason for more than one (1) three Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth Days in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Agreement aggregate without subsequent listing on another exchange (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such five Business Day period is exceeded, or for purposes of clause (D) after more than twenty Business Days, or for purposes of clause (F) the date on which such three Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent 2.0% for the first calendar month (2%prorated for shorter periods) and 1.5% per calendar month thereafter (prorated for shorter periods) of the Holder's initial investment in the Preferred Stock from the Event Date (provided that, with respect to the Event described in clause (B), the "first calendar month" shall be deemed to commence on the 30th day prior to the applicable Event Date), less any amount of Preferred Stock that has been converted and sold by such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period , until the applicable Event has been cured or until is cured. Notwithstanding anything to the Preferred Stock has been redeemed contrary in this paragraph (whichever is earliere), which shall be pro rated for such periods less than thirty if (30I) days and two percent (2%) of such Holder's pro rata share any of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty Events described in clauses (30A), (B) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days or (the "Periodic Amount"). Payments to be made pursuant to this Section 7(eC) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed (II) on or prior to the forty-fifth applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (45thIII) day the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period termination of such postponement or if any other Event as described herein has occurredsuspension.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (45th) day following or in the Closing Dateevent an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the OTC Bulletin Board for any reason for more than one (1) three Business Day, other than pursuant to Section 3(n)Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason without reason, including by the consent of Company, or (vi) the particular Holder Company breaches in a material respect any covenant or other than as set forth in material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vivii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "EventEVENT"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent (2%) % of such Holder's pro rata share of the purchase price paid by all Holders for all shares of Series K Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier)cured, which shall be pro rated for such periods less than thirty (30) days and two percent (2%) 3% of such Holder's pro rata share of the purchase price paid by all Holders for all shares of Series K Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period period, until the applicable Event has been cured cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic AmountPERIODIC AMOUNT"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date or has not been declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Filing Date, or (iiB) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with SECTION 2(A) hereof, except as otherwise permitted by this Agreement, including pursuant to Section 3(nor (E) the Company has breached SECTION 3(N), or (ivF) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from Nasdaq the OTC Bulletin Board (or any other securities exchange, quotation system, market or over-the-counter bulletin board principal exchange on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the Common Stock is traded) for any reason for more than one three (13) Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth Days in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "EventEVENT," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as "EVENT DATE"), the Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent (2%) of such the amount of the Holder's pro rata share of initial investment in the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to for each calendar month or portion thereof thereafter from the Purchase Agreement for the initial thirty (30) day period Event Date until the applicable Event has been cured or until is cured; PROVIDED, HOWEVER, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this SECTION 7(E) exceed an aggregate of fifteen percent (15%) of the amount of the Holder's initial investment in the Preferred Stock has been redeemed (whichever is earlier)Stock; and PROVIDED, which FURTHER, that in the event the Commission does not permit all of the Registrable Securities to be included in the Registration Statement because of its application of Rule 415, liquidated damages payable pursuant to this Section shall be pro rated for such periods less than thirty (30) days and payable by the Company based on two percent (2%) of the portion of the Holder's initial investment in the Preferred Stock that corresponds to the number of such Holder's pro rata share Registrable Securities permitted to be registered by the Commission in such Registration Statement pursuant to Rule 415. Notwithstanding anything to the contrary in this paragraph (e), if (i) any of the purchase price paid by all Holders for Preferred Stock purchased Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (ii) on or prior to the applicable Event Date, the Company shall have exercised its rights under SECTION 3(N) hereof and then outstanding (iii) the postponement or suspension permitted pursuant to such SECTION 3(N) shall remain effective as of such applicable Event Date, then the Purchase Agreement for applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Company pursuant to this SECTION 7(D) shall be payable on the first (1st) Business Day of each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredDate.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) 15th day following after the Closing Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodTime or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to 15th day after the forty-fifth (45th) day following the Closing Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (iior in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2), or (B) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiC) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (ivD) trading in the Common Stock shall be suspended or if the Common Stock is delisted from The Nasdaq Small-Cap Market or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the OTC Bulletin Board for any reason for more than one (1) three Business Day, other than pursuant to Section 3(n)Days in the aggregate, or (vE) the conversion rights of the Holders are suspended for any reason without the consent except as a result of the particular Holder other than as set forth in Section 5(a)(iii) of the Certificate of Designation, or (viF) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (G) the Company fails to convene a meeting of shareholders within the time period specified in Section 3.14 of the Purchase Agreement or does so convene a meeting of shareholders within such time period but fails to obtain Shareholder Approval at such meeting, or (H) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (E) the date on which such Event occurs, or for purposes of clause (B) the date on which such five day period is exceeded, or for purposes of clause (C) after more than fifteen Business Days, or for purposes of clause (D) the date on which such three Business Day period is exceeded, or for clause (F) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent (2%) of such Holder's pro rata share 3% per calendar month or portion thereof of the purchase price paid stated value of the outstanding Shares held by all Holders for Preferred Stock purchased and then outstanding pursuant such Holder plus the stated value of any Shares that have been converted to the Purchase Agreement for extent any of the initial thirty (30) day period Underlying Shares issued upon such conversion have not been sold from the Event Date until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier), which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount")cured. Payments to be made pursuant to this Section 7(e7(e)(i) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodTime or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, except as set forth in Section 3(n), (iA) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Filing Date, or (iiB) the Registration Statement is not declared effective by the Commission on or prior to the 120th day after the Closing Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2), or (C) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Commission in accordance with Section 2 hereof or (E) the Company has breached Section 3(n), or (ivF) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the OTC Bulletin Board for any reason for more than one (1) three Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth Days in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such five Business Day period is exceeded, or for purposes of clause (D) after more than fifteen Business Days, or for purposes of clause (F) the date on which such three Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent 2.0% for the first calendar month or portion thereof and 1.0% per calendar month thereafter or portion thereof of the Holder’s initial investment in the Preferred Stock from the Event Date (2%) provided that, with respect to the Event described in clause (B), the “first calendar month” shall be deemed to commence on the 30th day prior to the applicable Event Date), less any amount of Preferred Stock that has been converted by such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period , until the applicable Event has been cured or until is cured, provided, that, with respect to the Preferred Stock has been redeemed Event described in clause (whichever is earlierB), which the Company shall not be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share obligated to pay liquidated damages following the one year anniversary of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant Closing Date. Notwithstanding anything to the Purchase Agreement for each subsequent thirty contrary in this paragraph (30e), if (I) day period until any of the applicable Event has been cured which shall be pro rated for such periods less than thirty days Events described in clauses (the "Periodic Amount"A). Payments to be made pursuant to this Section 7(e, (B) or (C) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed (II) on or prior to the forty-fifth applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (45thIII) day the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period termination of such postponement or if any other Event as described herein has occurredsuspension.

Failure to File Registration Statement and Other Events. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Filing Date and maintained in the manner contemplated herein during the Effectiveness Period. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Filing Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other each securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than one five (15) Business DayDays, other than pursuant to Section 3(n), or (v) the Company refuses or fails to effect any conversion rights of the Holders are suspended Notes into Conversion Shares or any exercise of Warrants into Warrant Shares in accordance with the terms of the Notes and Warrants for any reason without the consent of the particular Holder other than as set forth in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement Subscription Amount for the initial thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier)cured, which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement Subscription Amount for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Filing Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred. Notwithstanding the foregoing, the Company shall remain obligated to cure the breach or correct the condition that caused the Event, and the Holder shall have the right to take any action necessary or desirable to enforce such obligation. Each Holder of Registrable Securities acknowledges that, notwithstanding any provision of this Agreement, no damages shall be payable in connection with the Company's imposition of a Blackout Period in accordance with Section 3(n) of this Agreement.

Failure to File Registration Statement and Other Events. The Company and the Holders Buyers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Filing Date, or (iiB) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 Business Days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (E) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to or (F) the Company has breached Section 3(n)) hereof, or (ivG) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq the OTC Bulletin Board (or any other national securities exchange, quotation system, market or over-the-counter bulletin board exchange on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the Common Stock is traded) for any reason for more than one three (13) consecutive Business DayDays, other than or (H) Rule 144 shall not be available as a result of any action or failure to act on the part of the Company pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth in the Certificate of Designation, or (vi) the Company has breached Section 3(n) 6 of this Agreement following the six (6) month anniversary of the Closing Date (the “Rule 144 Default Date”) (any such failure or breach being referred to as an "“Event",” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) the date on which such twenty (20) Business Day period is exceeded, or for purposes of clause (E) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such thirty (30) or forty-five (45) calendar day period is exceeded, or for purposes of clause (G) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (H) the Rule 144 Default Date, being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to the Holders an amount in cash cash, as partial liquidated damages for such failure and not as a penalty to each Holder an amount penalty, equal to two one percent (21%) of such Holder's pro rata share the amount of the purchase price paid Holder’s initial investment in the Notes and Warrants; provided, however, that, if the Holder has converted any portion of the Note (the “Converted Note”) and sold any of the shares issued on such conversion prior to an Event Date, such initial investment amount shall be reduced by all the principal of the Converted Note attributable to such sold shares for purposes of calculating any liquidated damages payable to the Holders for Preferred Stock purchased and then outstanding with respect to the corresponding Event. The partial liquidated damages pursuant to the Purchase Agreement terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the initial thirty cure of an Event. Notwithstanding anything to the contrary in this paragraph (30e), if (a) day period until any of the Events described in clauses (A), (B), (C), (D), (E) or (G) shall have occurred, (b) on or prior to the applicable Event has been cured Date, the Company shall have exercised in good faith its rights under Section 3(n) hereof and (c) the postponement or until the Preferred Stock has been redeemed (whichever is earlier), which suspension permitted pursuant to such Section 3(n) shall be pro rated for such periods less than thirty (30) days and two percent (2%) remain effective as of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and applicable Event Date, then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which Date shall be pro rated for deemed instead to occur on the second Business Day following the termination of such periods less than thirty days (postponement or suspension. Liquidated damages payable by the "Periodic Amount"). Payments to be made Company pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part first (1st) Business Day of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth each thirty (45th30) day period following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredDate.

Failure to File Registration Statement and Other Events. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Date Commission on or prior to the times set forth in Section 2 and maintained in the manner contemplated herein during the applicable Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the NCTI Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Filing Date, or is not declared effective by the Commission on or prior to the time periods set forth in Section 2 (iior in the event an Additional Registration Statement, filed because the Company shall have been required to issue Additional Investor Shares pursuant to Section 3.11 of the Exchange Agreement, is not filed and declared effective within the time periods set forth in Section 2), or (B) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiC) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities and Additional Investor Shares, if any, at any time prior to the expiration of the applicable Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (ivD) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq the OTC Bulletin Board or any other securities exchange, quotation system, the market or over-the-counter bulletin board exchange on which Registrable Securities are required hereunder to be the Common Stock is then quoted or listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than one three (13) Business Day, other than pursuant to Section 3(n)Days in the aggregate, or (vE) the conversion rights of Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Holders are suspended for any reason without the consent of the particular Holder Exchange Agreement (other than as set forth a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the Certificate transactions contemplated hereby and thereby, and such breach continues for a period of Designationthirty (30) days after written notice thereof to the Company, or (viF) the Company has breached Section 3(n3(m) of this Agreement (any such failure or breach being referred to as an "Event", and for purposes of clauses (A) and (F) the date on which such Event occurs, or for purposes of clause (B) the date on which such five day period is exceeded, or for purposes of clause (C) after more than fifteen (15) Business Days, or for purposes of clause (D) the date on which such three Business Day period is exceeded, or for clause (E) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent (2%) of such Holder's pro rata share 1.5% per calendar month or portion thereof of the purchase price paid market value of the outstanding Registrable Securities and Additional Investor Shares, if any, held by all Holders for Preferred Stock purchased and then outstanding pursuant to such Holder that have not been sold from the Purchase Agreement for the initial thirty (30) day period Event Date until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier), which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount")cured. Payments to be made pursuant to this Section 7(e7(c) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth sixtieth (45th60th) day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth sixtieth (45th60th) day following the Closing Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended (other than a suspension affecting trading in securities generally) or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "ExchangeEXCHANGE"), without immediately being listed on any other Exchange, for any reason for more than one three (13) Business DayDays, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth in Article III.A.5 of the Certificate Articles of DesignationIncorporation, or (vi) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "EventEVENT"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock Notes and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier)cured, which shall be pro rated for such periods less than thirty (30) days and two one and one-half percent (21.5%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock Notes and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic AmountPERIODIC AMOUNT"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth sixtieth (45th60th) day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred. Notwithstanding the foregoing, the Company shall remain obligated to cure the breach or correct the condition that caused the Event, and the Holder shall have the right to take any action necessary or desirable to enforce such obligation.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodTime or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Filing Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time on or prior to the expiration of Effectiveness Date (or in the Effectiveness Period, without being succeeded immediately by a subsequent event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the Commission, except as otherwise permitted by time periods set forth in Section 2 or (B) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, including pursuant to Section 3(n), the Purchase Agreement (other than a representation or (ivwarranty contained therein) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchangeagreement, quotation systemdocument, market certificate or over-the-counter bulletin board on which Registrable Securities are required hereunder other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than one (1) Business Day, other than pursuant to Section 3(n)the Company, or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event," and for purposes of clause (A) the date on which such Event occurs, or for purposes of clause (B) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay pay, at the option of the Holder, an amount in cash or shares of Common Stock, as liquidated damages for such failure and not as a penalty to each the Holder an amount equal to two percent (2%) of such Holder's pro rata share 1% for each calendar month or portion thereof of the purchase price paid Purchase Price of the shares of Common Stock owned by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period Holder until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier), which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount")cured. Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that If the Periodic Amount represents a reasonable estimate Holder elects to be paid in shares of Common Stock, the number of such shares of Common Stock shall be based on the part liquidated damage amount divided by the Average Closing Bid Price of the parties, as shares of Common Stock for the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredprevious 30 days.

Failure to File Registration Statement and Other Events. The ------------------------------------------------------- Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodTime or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (45th) day following or in the Closing Dateevent an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the OTC Bulletin Board for any reason for more than one (1) three Business Day, other than pursuant to Section 3(n)Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason without reason, including by the consent of Company, or (vi) the particular Holder Company breaches in a material respect any covenant or other than as set forth in material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vivii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure ----- and not as a penalty to each Holder an amount equal to two one percent (21%) of such Holder's pro rata share of the purchase price paid by all Holders for all shares of the Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier)cured, which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period thereafter until the applicable Event has been cured (which shall be also pro rated for such periods less than thirty days rated, as aforesaid) (the "Periodic Amount"). Payments to be made pursuant --------------- to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date or has not been declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Time or if any other Event as described herein has occurredoccurred and not been cured.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchaser agree that the Holders Holder will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodTime or if certain other events occur. The Company and the Holders Holder further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (iior in the event an additional Registration Statement is filed because the actual number of shares of Common Stock issuable pursuant to a Put and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2(a)), or (B) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiC) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (ivD) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board or The Nasdaq SmallCap Market or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than one three (13) consecutive Business Day, other than pursuant to Section 3(n)Days, or (vE) the conversion rights of Company breaches in a material respect any covenant or other material term or condition to this Agreement or the Holders are suspended for any reason without the consent of the particular Holder Purchase Agreement (other than as set forth a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the Certificate transactions contemplated hereby and thereby, and such breach continues for a period of Designationthirty days after written notice thereof to the Company, or (viF) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event," and for purposes of clause (A) the date on which such Event occurs, or for purposes of clause (B) the date on which such five day period is exceeded, or for purposes of clause (C) after more than fifteen Business Days, or for purposes of clause (D) the date on which such three Business Day period is exceeded, or for clause (E) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each the Holder an amount equal to two percent (2%) $1,000 per day for so long as more than 10,000 shares of such Holder's pro rata share of Common Stock are held by the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier), which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days Purchaser (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders Holder if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred. Additionally, if the Registration Statement is not declared effective by the Effectiveness Date, the amount of Commitment Warrants issued to the Holder shall increase by five percent (5%) for each thirty (30) day period that the Registration Statement is not declared effective after the Effectiveness Date. If the Registration Statement is not declared effective by the 150th day after the date hereof, the Holder shall have the right to terminate the Commitment and retain the Commitment Warrants.

Failure to File Registration Statement and Other Events. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (45th) day following or in the Closing Dateevent an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2 (subject to the right of the Company under Section 2 to delay such filing), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective for a period in excess of ten (10) Business Days as to all the Registrable Securities for which such Registration Statement is filed at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, Exchange for any reason for more than one three (13) Business Day, other than pursuant to Section 3(n)Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each any Holder whose Registrable Securities are included on such Registration Statement (or for which a Demand was made during the Demand Period) remain unsold (such securities being "Unsold Securities") as a result of such Event, except as set forth below, an amount equal to two percent (2%) of such Holder's Unsold Securities' pro rata share of the purchase price paid by all Holders for Preferred Stock purchased Purchaser and then outstanding its Affiliates pursuant to the Purchase Agreement for the initial thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier)cured, which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's Unsold Securities' pro rata share of the purchase price paid by all Holders Purchaser and its Affiliates for the Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount"). Notwithstanding the foregoing, to the extent the Event occurs for any reason not within the control of the Company, the Company shall have an additional 60 days to cure any Event without penalty and upon failure to cure within such 60 day period, the 2% penalty provided above shall then apply to such continued Event but the 2% penalty shall be reduced to 1%. Payments to be made pursuant to this Section 7(e8(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth Filing Date (45thsubject to the right of the Company under Section 2 to delay such filing) day following or has not been declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Filing Date, or (iiB) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2), or (C) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately promptly by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2 hereof, except as otherwise permitted by this Agreement, including pursuant to or (E) the Company has breached Section 3(n), or (ivF) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any no longer quoted on the OTC Bulletin Board (or other securities exchange, quotation system, market or over-the-counter bulletin board principal exchange on which Registrable Securities are required hereunder to be the Common Stock is listed (each an "Exchange"), without immediately being listed on any other Exchange, or traded) for any reason for more than one three (13) Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth Days in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent 1.5% for each calendar month (2%prorated for shorter periods) of such the Holder's pro rata share of initial investment in the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to Notes from the Purchase Agreement for the initial thirty (30) day period Event Date until the applicable Event has been cured or until is cured; provided, however, that in no event shall the Preferred Stock has been redeemed (whichever is earlier), which shall be pro rated for such periods less than thirty (30amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) days and two exceed an aggregate of twelve percent (212%) of such the amount of the Holder's pro rata share initial investment in the Notes. Notwithstanding anything to the contrary in this paragraph (e), if (i) any of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (II) on or prior to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be pro rated for deemed instead to occur on the second Business Day following the termination of such periods less than thirty days (postponement or suspension. Liquidated damages payable by the "Periodic Amount"). Payments to be made Company pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part first (1st) Business Day of each thirty (30) day period following the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior Event Date. Notwithstanding anything to the forty-fifth (45th) day following contrary contained herein, in no event shall any liquidated damages be payable with respect to the Closing Date and maintained in Warrants or the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredWarrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth sixtieth (45th60th) day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth sixtieth (45th60th) day following the Closing Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended (other than a suspension affecting trading in securities generally) or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "ExchangeEXCHANGE"), without immediately being listed on any other Exchange, for any reason for more than one three (13) Business DayDays, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth in Article III.A.5 of the Certificate Articles of DesignationIncorporation, or (vi) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "EventEVENT"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier)cured, which shall be pro rated for such periods less than thirty (30) days and two one and one-half percent (21.5%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic AmountPERIODIC AMOUNT"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth sixtieth (45th60th) day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred. Notwithstanding the foregoing, the Company shall remain obligated to cure the breach or correct the condition that caused the Event, and the Holder shall have the right to take any action necessary or desirable to enforce such obligation.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchaser agree that the Holders Holder will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodTime or if certain other events occur. The Company and the Holders Holder further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (iior in the event an additional Registration Statement is filed because the actual number of shares of Common Stock issuable pursuant to a Put and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2(a)), or (B) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiC) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (ivD) trading in the Common Stock shall be suspended or if the Common Stock is delisted from The Nasdaq SmallCap Market or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the OTC Bulletin Board for any reason for more than one three (13) consecutive Business Day, other than pursuant to Section 3(n)Days, or (vE) the conversion rights of Company breaches in a material respect any covenant or other material term or condition to this Agreement or the Holders are suspended for any reason without the consent of the particular Holder Purchase Agreement (other than as set forth a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the Certificate transactions contemplated hereby and thereby, and such breach continues for a period of Designationthirty days after written notice thereof to the Company, or (viF) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "EventEVENT," and for purposes of clause (A) the date on which such Event occurs, or for purposes of clause (B) the date on which such five day period is exceeded, or for purposes of clause (C) after more than fifteen Business Days, or for purposes of clause (D) the date on which such three Business Day period is exceeded, or for clause (E) the date on which such thirty day period is exceeded, being referred to as "EVENT DATE"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each the Holder an amount equal to two percent (2%) $1,000 per day for so long as more than 10,000 shares of such Holder's pro rata share of Common Stock are held by the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier), which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days Purchaser (the "Periodic AmountPERIODIC AMOUNT"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders Holder if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred. Additionally, if the Registration Statement is not declared effective by the Effectiveness Date, the amount of Commitment Warrants issued to the Holder shall increase by five percent (5%) for each thirty (30) day period that the Registration Statement is not declared effective after the Effectiveness Date. If the Registration Statement is not declared effective by the 150th day after the date hereof, the Holder shall have the right to terminate the Commitment and retain the Commitment Warrants.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodTime or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Filing Date, or (iiB) the Registration Statement is not declared effective by the Commission on or prior to the 120th day after the Closing Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2), or (C) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to or (E) the Company has breached Section 3(n), or (ivF) trading in the Common Stock shall be suspended or if the Common Stock is delisted from The Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, National Market for any reason for more than one (1) three Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth Days in the Certificate of Designationaggregate without subsequent listing on The Nasdaq SmallCap Market, OTC Bulletin Board or (vi) the Company has breached Section 3(n) of this Agreement another securities exchange, quotation system or market (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such five Business Day period is exceeded, or for purposes of clause (D) after more than fifteen Business Days, or for purposes of clause (F) the date on which such three Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent 3% for the first calendar month and 1.5% per calendar month thereafter or portion thereof of the Holder's initial investment in the Preferred Stock from the Event Date, less the Liquidation Preference Amount (2%as defined in the Certificate of Designation) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant that has been converted by such Holder or redeemed by the Company (provided that, with respect to the Purchase Agreement for Event described in clause (B), the initial thirty "first calendar month" shall be deemed to commence on the 30th day prior to the applicable Event Date, and with respect to the Events described in the parenthetical of clause (30B), the "first calendar month" shall be deemed to commence on the applicable Event Date) day period until the applicable Event has been cured is cured; provided, that, liquidated damages shall be payable at the Company's option in cash or until shares of Common Stock. Notwithstanding anything to the Preferred Stock has been redeemed contrary in this paragraph (whichever is earliere), which shall be pro rated for such periods less than thirty if (30I) days and two percent (2%) of such Holder's pro rata share any of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty Events described in clauses (30A), (B) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days or (the "Periodic Amount"). Payments to be made pursuant to this Section 7(eC) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed (II) on or prior to the forty-fifth applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (45thIII) day the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the Closing termination of such postponement or suspension. If the Company elects to pay in shares of Common Stock, the number of such shares of Common Stock to be issued to the Holders pursuant to this paragraph (e) shall be based on the liquidated damage amount divided by the average closing bid price of the Common Stock for the five trading days prior to such Event Date and maintained in shall be issuable promptly upon receipt by the manner contemplated herein during Company of a written demand from a Holder made on or after the Effectiveness Period or if any other Event as described herein has occurredDate.

Failure to File Registration Statement and Other Events. The Company ---------------------------------------------------------- and the Holders Purchaser agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodTime or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (iior in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2(a)), or (B) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiC) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (ivD) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board or The Nasdaq or any other securities exchange, quotation system, market or overSmall-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, Cap Market for any reason for more than one (1) three Business Day, other than pursuant to Section 3(n)Days in the aggregate, or (vE) the conversion rights of the Holders are suspended for any reason without the consent except as a result of the particular Holder other than as set forth in Section 5(a)(iii) of the Certificate of Designation, or (viF) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (G) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event," and for ----- purposes of clauses (A) and (E) the date on which such Event occurs, or for purposes of clause (B) the date on which such five day period is exceeded, or for purposes of clause (C) after more than fifteen Business Days, or for purposes of clause (D) the date on which such three Business Day period is exceeded, or for clause (F) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay pay, at the ---------- option of the Holder, an amount in cash or shares of Common Stock, as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent (1% for the first calendar month and 2%) of such Holder's pro rata share % per calendar month thereafter or portion thereof of the purchase price paid principal amount of the Notes held by all Holders for Preferred Stock purchased and then outstanding pursuant such Holder plus the principal amount of any Notes that have been converted to the Purchase Agreement for extent any of the initial thirty (30) day period Conversion Shares issued upon such conversion have not been sold from the Event Date until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier), which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount")cured. Payments to be made pursuant to this Section 7(e7(e)(i) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that If the Periodic Amount represents a reasonable estimate Holder elects to be paid in shares of Common Stock, the number of such shares of Common Stock shall be based on the part of the parties, as of the date of this Agreement, of the liquidated damage amount of damages that may be incurred divided by the Holders if the Registration Statement is not filed on or prior to the forty-fifth Conversion Rate (45th) day following the Closing Date and maintained as defined in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredNote).

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (45th) day following or in the Closing Dateevent an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d11 2d1-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the OTC Bulletin Board for any reason for more than one (1) three Business Day, other than pursuant to Section 3(n)Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason without reason, including by the consent of Company, or (vi) the particular Holder Company breaches in a material respect any covenant or other than as set forth in material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vivii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent (2%) % of such Holder's pro rata share of the purchase price paid by all Holders for all shares of Series J Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier)cured, which shall be pro rated for such periods less than thirty (30) days and two percent (2%) 3% of such Holder's pro rata share of the purchase price paid by all Holders for forall shares of Series J Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period period, until the applicable Event has been cured cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date or has not been declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth sixtieth (45th60th) day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth sixtieth (45th60th) day following the Closing Date, or (ii) except as otherwise permitted herein, the Company intentionally and willfully fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness PeriodPeriod due to an intentional and willful act by the Company, without being succeeded immediately by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq the American Stock Exchange or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "“Exchange"”), without immediately being listed on any other Exchange, for any reason for more than one (1) Business Day, other than pursuant to Section 3(n), due to an intentional and willful act by the Company, or (v) the conversion rights of the Holders are suspended for any reason due to an intentional and willful act by the Company without the consent of the particular Holder other than as set forth in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "“Event"”), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two one percent (21%) of such Holder's ’s pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier), which shall be pro rated for such periods less than thirty (30) days and two one percent (21%) of such Holder's ’s pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "“Periodic Amount"”). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth sixtieth (45th60th) day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, except as set forth in Section 3(n), (iA) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Filing Date, or (iiB) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2), or (C) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Commission in accordance with Section 2 hereof or (E) the Company has breached Section 3(n), or (ivF) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board or the Nasdaq Capital Market (or any other securities exchange, quotation system, market or over-the-counter bulletin board principal exchange on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the Common Stock is traded) for any reason for more than one (1) three Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth Days in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Agreement aggregate without subsequent listing on another exchange (any such failure or breach being referred to as an "“Event",” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such five (5) Business Day period is exceeded, or for purposes of clause (D) after more than twenty Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “Event Date”), the Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent 2.0% for the first calendar month (2%prorated for shorter periods) and 1.0% per calendar month thereafter (prorated for shorter periods) of the Holder’s initial investment in the Preferred Stock from the Event Date (provided that, with respect to the Event described in clause (B), the “first calendar month” shall be deemed to commence on the 30th day prior to the applicable Event Date), less any amount of Preferred Stock that has been converted and sold by such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period , until the applicable Event has been cured or until is cured; provided, however, that in no event shall liquidated damages payable to any Holder pursuant to this Section 7(e) that are within the Preferred Stock has been redeemed (whichever is earlier), which shall be pro rated for such periods less than thirty (30) days and two control of the Company exceed ten percent (210%) of such the Holder's pro rata share ’s initial investment in the Preferred Stock. Notwithstanding anything to the contrary in this paragraph (e), if (I) any of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant Events described in clauses (A), (B) or (C) shall have occurred, (II) on or prior to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be pro rated for deemed instead to occur on the second Business Day following the termination of such periods less than thirty days (postponement or suspension. Liquidated damages payable by the "Periodic Amount"). Payments to be made Company pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part first (1st) business day of each thirty (30) day period following the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior Event Date. Notwithstanding anything to the forty-fifth (45th) day following contrary contained herein, in no event shall any liquidated damages be payable with respect to the Closing Date and maintained in Warrants or the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredWarrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Holders Holder agree that the Holders Holder will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Required Filing Date or is not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders Holder further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Required Filing Date, or is not declared effective by the Closing Commission on or prior to the Effectiveness Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective or available as to all Registrable Securities at any time prior to the expiration of for 30 days during the Effectiveness Period, without being succeeded immediately within a reasonable period by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if Company suspends the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason use of the Prospectus forming a part of such Registration Statement for more than one thirty (130) Business Daydays in any period of 365 consecutive days if the Company suspends in reliance on its ability to do so due to the existence of a development that, other than pursuant in the good faith discretion of the Board, makes it appropriate to Section 3(n)so suspend or which renders the Company unable to comply with the Commission requirements, or (v) the conversion rights Company suspends the use of the Holders are suspended Prospectus forming a part of such Registration Statement for more than sixty (60) days in any period of 365 consecutive days for any other reason without the consent of the particular Holder other than as set forth in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "“Event"”), the Company shall pay in cash as liquidated damages for such failure or breach and not as a penalty (the “Liquidated Damages”) to each the Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price of the Shares, Warrants and AIRs paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier), which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding Holder pursuant to the Purchase Agreement for each subsequent thirty (30) day period, pro rated for any period less than thirty (30) days, following the Event until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount")cured. Payments to be made pursuant to this Section 7(e8(d) shall be due and payable immediately upon demand in immediately available cash fundsin arrears at the end of each thirty (30) day period. The parties agree that the Periodic Amount represents Liquidated Damages represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders Holder if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Required Filing Date or has not been declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) (i) the Registration Statement is not filed on or prior to the forty-fifth Filing Date or (45thii) is not declared effective by the Commission on or prior to the thirtieth (30th) day following the Closing Effectiveness Date, or (iiB) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiC) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities included therein at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (ivD) trading in the Common Stock shall hereafter be suspended or if the Common Stock is hereafter delisted from Nasdaq the OTC Bulletin Board (or any other securities exchange, quotation system, market or over-the-counter bulletin board principal exchange on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the Common Stock is traded) for any reason for more than one three (13) Business Day, other than pursuant to Section 3(n)Days in the aggregate, or (vE) the conversion rights of Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Holders are suspended for any reason without the consent of the particular Holder Purchase Agreement (other than as set forth a representation or warranty contained therein), the Exchange Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the Certificate transactions contemplated hereby and thereby, and such breach continues for a period of Designationthirty (30) days after written notice thereof to the Company, or (viF) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "“Event",” and for purposes of clauses (A) and (D) the date on which such Event occurs, or for purposes of clause (B) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (C) after more than fifteen (15) Business Days, or for purposes of clause (D) the date on which such three (3) Business Day period is exceeded, or for clause (E) the date on which such thirty (30) day period is exceeded, or for clause (F) the date the Company has breached Section 3(n) hereof, being referred to as “Event Date”), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder only with respect to the Series A Convertible Preferred Stock and Series A-1 Convertible Preferred Stock held by such Holder in an amount equal to (x) solely in the case of clause (A)(i) two percent (2%) of such Holder's pro rata share the Holders’ initial investment in the Series A Convertible Preferred Stock and the stated value of the purchase price paid by all Holders for Series A-1 Convertible Preferred Stock purchased and then outstanding pursuant (provided, however, that in the case of clause (A)(i), the Event shall be deemed to commence on the sixtieth (60) day prior to the Purchase Agreement Event Date), and (y) in all other cases, one percent (1.0%) for the initial each thirty (30) day period thereafter or portion thereof of the Holder’s initial investment in the Series A Convertible Preferred Stock and the stated value of the Series A-1 Convertible Preferred Stock from the Event Date until the earlier of (x) the date when the applicable Event has been cured cured, or until (y) when the Preferred Stock has been redeemed (whichever is earlier)Effectiveness Period ends, which shall be pro rated for such periods less than thirty (30) days (the “Periodic Amount”); provided, however, that in no event shall the amount of liquidated damages payable at any time and two from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of twenty-four percent (224%) of the amount of the Holder’s initial investment in the Series A Convertible Preferred Stock and the stated value of the Series A-1 Convertible Preferred Stock; and provided, further, that in the event the Commission does not permit all of the Registrable Securities to be included in the Registration Statement because of its application of Rule 415, liquidated damages payable pursuant to clause (A)(ii) above shall be payable by the Company based on one percent (1%) of the portion of the Holder’s initial investment in the Series A Convertible Preferred Shares and the stated value of the Series A-1 Convertible Preferred Stock that corresponds to the number of such Holder's pro rata share ’s Registrable Securities permitted to be registered by the Commission pursuant to Rule 415. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be pro rated for deemed instead to occur on the second Business Day following the termination of such periods less than thirty days (postponement or suspension. Liquidated damages payable by the "Periodic Amount"). Payments to be made Company pursuant to this Section 7(e) shall be due and payable immediately upon demand on the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding anything to the contrary contained herein, in immediately available cash fundsno event shall any liquidated damages be payable with respect to the Warrants or the Warrant Shares. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date or has not been declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth Filing Date or declared effective by the Commission within thirty (45th30) day following days of the Closing Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodTime or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the forty-fifth Filing Date or declared effective by the Commission within thirty (45th30) day following days of the Closing DateEffectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Preferred Stock are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2), or (iiB) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiC) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (ivD) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the OTC Bulletin Board for any reason for more than one three (13) Business Day, other than pursuant to Section 3(n)Days in the aggregate, or (vE) the conversion rights of the Holders are suspended for any reason without reason, or (F) the consent of the particular Holder Company breaches in a material respect any covenant or other than as set forth in material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreements (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (viG) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (E) the date on which such Event occurs, or for purposes of clause (B) the date on which such five day period is exceeded, or for purposes of clause (C) after more than fifteen Business Days, or for purposes of clause (D) the date on which such three Business Day period is exceeded, or for clause (F) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent (2%) 3% for the first calendar month and 1.5% per calendar month thereafter of such Holder's pro rata share of the purchase price paid by all Holders for all shares of Series A Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement Agreements for the initial each thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier)cured, which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount"); provided, however, if the Registration Statement is not declared effective within thirty (30) days of the Effectiveness Date in accordance with clause (A) above, liquidated damages under this Section 7(e) shall accrue as of the Effectiveness Date. Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand at the option of the Holders in immediately available cash fundsor as an accrual to the Liquidation Preference Amount (as defined in the Certificate of Designation of the Series A Convertible Preferred Stock). The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date or has not been declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Holders Holder agree that the Holders Holder will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Required Filing Date or is not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders Holder further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Required Filing Date, or is not declared effective by the Closing Commission on or prior to the Effectiveness Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 12dl-2 promulgated under the Exchange Act within five (5) Business Days of after the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter (otherwise than as permitted by item (iv) below) ceases to be effective or available as to all Registrable Securities at any time prior to the expiration of for 30 days during the Effectiveness Period, without being succeeded immediately within a reasonable period by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if Company suspends the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason use of the Prospectus forming a part of such Registration Statement for more than one thirty (130) Business Daydays in any period of 365 consecutive days if the Company suspends in reliance on its ability to do so due to the existence of a development that, in the good faith discretion of the Board, makes it appropriate to so suspend or which renders the Company unable to comply with the Commission requirements, or the Company suspends the use of the Prospectus forming a part of such Registration Statement for more than sixty (60) days in any period of 365 consecutive days for any other than pursuant to Section 3(n)reason, or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth in the Certificate of Designation, or (vi) the Company has breached Section 3(n3(l) of this Agreement (any such failure or breach being referred to as an "“Event"”), the Company shall pay in cash as liquidated damages for such failure or breach and not as a penalty (the “Liquidated Damages”) to each the Holder an amount equal to two three percent (23%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period until the applicable Event has been cured or until of the Preferred Stock has been redeemed (whichever is earlier), which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price Warrants paid by all Holders for Preferred Stock purchased and then outstanding the initial Holder pursuant to the Purchase Agreement for each subsequent thirty (30) day period, pro rated for any period less than thirty (30) days, following the Event until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount")cured. Payments to be made pursuant to this Section 7(e8(d) shall be due and payable immediately upon demand in immediately available cash fundsin arrears at the end of each thirty (30) day period. The parties agree that the Periodic Amount represents Liquidated Damages represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders Holder if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Required Filing Date or has not been declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, except as set forth in Section 3(n), (iA) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Filing Date, or (iiB) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2), or (C) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Commission in accordance with Section 2 hereof or (E) the Company has breached Section 3(n), or (ivF) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board or the Nasdaq SmallCap Market (or any other securities exchange, quotation system, market or over-the-counter bulletin board principal exchange on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the Common Stock is traded) for any reason for more than one (1) three Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth Days in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Agreement aggregate without subsequent listing on another exchange (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such five Business Day period is exceeded, or for purposes of clause (D) after more than twenty Business Days, or for purposes of clause (F) the date on which such three Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to each Holder an amount in cash equal to two percent 2.0% for the first calendar month (2%prorated for shorter periods) and 1.5% per calendar month thereafter (prorated for shorter periods) of the Holder's initial investment in the Preferred Stock from the Event Date, less any amount of Preferred Stock that has been converted and sold by such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period , until the applicable Event has been cured or until is cured. Notwithstanding anything to the Preferred Stock has been redeemed contrary in this paragraph (whichever is earliere), which shall be pro rated for such periods less than thirty if (30I) days and two percent (2%) of such Holder's pro rata share any of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty Events described in clauses (30A), (B) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days or (the "Periodic Amount"). Payments to be made pursuant to this Section 7(eC) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed (II) on or prior to the forty-fifth applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (45thIII) day the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period termination of such postponement or if any other Event as described herein has occurredsuspension.

Failure to File Registration Statement and Other Events. The Company and the Holders Holder agree that the Holders Holder will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Required Filing Date or is not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders Holder further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Required Filing Date, or is not declared effective by the Closing Commission on or prior to the Effectiveness Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 12dl-2 promulgated under the Exchange Act within five (5) Business Days of after the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter (otherwise than as permitted by item (iv) below) ceases to be effective or available as to all Registrable Securities at any time prior to the expiration of for 30 days during the Effectiveness Period, without being succeeded immediately within a reasonable period by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) the Company suspends the use of the Prospectus forming a part of such Registration Statement for more than thirty (30) days in any period of 365 consecutive days if the Company suspends in reliance on its ability to do so due to the existence of a development that, in the good faith discretion of the Board, makes it appropriate to so suspend or which renders the Company unable to comply with the Commission requirements, or the Company suspends the use of the Prospectus forming a part of such Registration Statement for more than sixty (60) days in any period of 365 consecutive days for any other reason, or (v) during the Effectiveness Period, trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than one three (13) Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth Days in the Certificate of Designationaggregate, or (vi) the Company breaches in a material respect any covenant or other material term or condition in the Transaction Documents (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty (30) days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "“Event"”), the Company shall pay in cash as liquidated damages for such failure or breach and not as a penalty (the “Liquidated Damages”) to each the Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period until the applicable Event has been cured or until of the Preferred Stock has been redeemed (whichever is earlier), which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price Warrants paid by all Holders for Preferred Stock purchased and then outstanding the initial Holder pursuant to the Purchase Agreement for each subsequent thirty (30) day period, pro rated for any period less than thirty (30) days, following the Event until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount")cured. Payments to be made pursuant to this Section 7(e8(d) shall be due and payable immediately upon demand in immediately available cash fundsin arrears at the end of each thirty (30) day period. The parties agree that the Periodic Amount represents Liquidated Damages represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders Holder if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Required Filing Date or has not been declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The ------------------------------------------------------- Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or before the Filing Date, or is not declared effective by the Commission on or prior to the forty-fifth Effectiveness Date (45th) day following or in the Closing Dateevent an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, SmallCap Market for any reason for more than one (1) three Business Day, other than pursuant to Section 3(n)Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason without reason, including by the consent of Company, or (vi) the particular Holder Company breaches in a material respect any covenant or other than as set forth in material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vivii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash ----- as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent 3% for the first thirty (2%30) day period and 1.5% for each thirty (30) day period thereafter of such Holder's pro rata share of the purchase price paid by all Holders for all shares of Series B Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial each thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier)cured, which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount"). Payments to be --------------- made pursuant to this Section 7(e) shall be due and payable immediately upon demand at the option of the Holders in immediately available cash fundsor as an accrual to the Liquidation Preference Amount (as defined in the Certificate of Designation of the Series B Convertible Preferred Stock). The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date or has not been declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, except as set forth in Section 3(n), (iA) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Filing Date, or (iiB) the Registration Statement is not declared effective by the Commission on or prior to the one hundred twentieth (120th) day after the Closing Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2), or (C) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2 hereof, except as otherwise permitted by this Agreement, including pursuant to or (E) the Company has breached Section 3(n), or (ivF) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the OTC Bulletin Board for any reason for more than one three (13) Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth Days in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "“Event",” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “Event Date”), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent (2%) for the first calendar month or portion thereof and one percent (1%) per calendar month thereafter or portion thereof of the Holder’s initial investment in the Preferred Stock from the Event Date (provided that, with respect to the Event described in clause (B), the “first calendar month” shall be deemed to commence on the thirtieth (30th) day prior to the applicable Event Date), less any amount of Preferred Stock that has been converted and sold by such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period , until the applicable Event has been cured or until is cured. Notwithstanding anything to the Preferred Stock has been redeemed contrary in this paragraph (whichever is earliere), which shall be pro rated for such periods less than thirty if (30I) days and two percent (2%) of such Holder's pro rata share any of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty Events described in clauses (30A), (B) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days or (the "Periodic Amount"). Payments to be made pursuant to this Section 7(eC) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed (II) on or prior to the forty-fifth applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (45thIII) day the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period termination of such postponement or if any other Event as described herein has occurredsuspension.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchaser agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (45th) day following or in the Closing Dateevent an additional Registration Statement must be filed because the actual number of shares of Common Stock into which the Debentures are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2 hereof), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than one three (13) Business Day, other than pursuant to Section 3(n)Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason without reason, including by the consent of the particular Holder other than as set forth in the Certificate of DesignationCompany, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages to each Holder for such failure and not as a penalty to each (the "Liquidated Damages") at the option of the Holder in shares of Common Stock, on the same terms as the Conversion Shares, or in cash, an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders the Purchaser for Preferred Stock the Debentures purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period following the Event, and an amount equal to three percent (3%) of the purchase price paid by the Purchaser for the Debentures purchased pursuant to the Purchase Agreement, for every thirty (30) day period thereafter until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier)cured, which amount shall be pro rated for such periods any period less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand at the option of the Holders in immediately available cash fundsor as an accrual to the amount outstanding under the Debentures. The Subject to Section 7(k), the parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date or has not been declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodTime or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (45th) day following or in the Closing Dateevent an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant and such cessation continues for a period of thirty days after written notice thereof to Section 3(n)the Company, or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the American Stock Exchange for any reason for more than one (1) three Business DayDays in the aggregate, other than pursuant and such suspension or delisting continues for a period of fourteen days after written notice thereof to Section 3(n)the Company, or (v) the conversion rights of the Holders are suspended for Company breaches in a material respect any reason without the consent of the particular Holder covenant or other material term or condition to this Agreement, Purchase Agreement (other than as set forth a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the Certificate transactions contemplated hereby and thereby, and such breach continues for a period of Designationthirty days after written notice thereof to the Company, or (vivii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent (2%) % of such Holder's pro rata share of the purchase price paid by all Holders for Preferred all shares of Common Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial each thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier)cured, which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable in cash immediately upon demand in immediately available cash fundsdemand. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date or has not been declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Time or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (45th) day following or in the Closing Dateevent an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq NASDAQ or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than one three (13) Business Day, other than pursuant to Section 3(n)Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth in the Certificate of Designationreason, or (vi) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier)cured, which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock Notes purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date or has not been declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date or is not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date, except where such failure results from a Holder’s or the Special Counsel’s failure to return at least one (45th1) day following Business Day prior to filing any comments to the Closing DateRegistration Statement or any related Prospectus delivered thereto pursuant to Section 3(a) or otherwise to deliver information regarding a Holder required to be included therein or to comply with its obligations thereunder, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective or available as to all Registrable Securities at any time prior to the expiration of during the Effectiveness PeriodPeriod other than in connection with a Blackout Period permitted by Section 3(m), without being succeeded immediately within a reasonable period by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading other than in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"connection with a Blackout Period permitted by Section 3(m), without immediately being listed on any other Exchange, for any reason the Company suspends the use of the Prospectus forming a part of such Registration Statement for more than one thirty (130) Business Daydays in any period of 365 consecutive days if the Company suspends in reliance on its ability to do so due to the existence of a development that, other than pursuant in the good faith discretion of the Board, makes it appropriate to Section 3(n)so suspend or which renders the Company unable to comply with the Commission requirements, or (v) the conversion rights Company suspends the use of the Holders are suspended Prospectus forming a part of such Registration Statement for more than sixty (60) days in any period of 365 consecutive days for any other reason without the consent of the particular Holder other than as set forth in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "“Event"”), the Company shall pay in cash as liquidated damages for such failure or breach and not as a penalty (the “Liquidated Damages”) to each Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period until the applicable Event has been cured or until of the Preferred Stock has been redeemed (whichever is earlier), which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price Warrants paid by all Holders for Preferred Stock purchased and then outstanding such Holder pursuant to the Purchase Agreement for each subsequent thirty (30) day period, pro rated for any period less than thirty (30) days, following the Event until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount")cured. Payments to be made pursuant to this Section 7(e8(d) shall be due and payable immediately upon demand in immediately available cash fundscash. The parties agree that the Periodic Amount represents Liquidated Damages represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date or has not been declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing SEC on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the forty-fifth Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (45th) day following the Closing Datei)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 12d1-2 461 promulgated under by the Exchange Act Commission pursuant to the Securities Act, within five (5) Business Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a such Registration Statement will not be "“reviewed," ” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement is filed with Statement, the Company fails to file a pre-effective amendment and declared effective otherwise respond in writing to comments made by the Commission but thereafter ceases in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) all of the Registrable Securities are not registered for resale pursuant to one or more effective Registration Statements on or before the Effectiveness Date, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent included in such Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n)Statement, or (iv) trading in the Common Stock shall be suspended or if Holders are otherwise not permitted to utilize the Common Stock is delisted from Nasdaq or any other securities exchangeProspectus therein to resell such Registrable Securities, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than one 20 consecutive calendar days or more than an aggregate of 30 calendar days (1which need not be consecutive calendar days) Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for during any reason without the consent of the particular Holder other than as set forth in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Agreement 12-month period (any such failure or breach being referred to as an "Event," and the date on which such Event occurs, being referred to as "Event Date"), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to each Holder an amount Holder, payable in cash, equal to two one percent (21.0%) of such Holder's pro rata share the amount of the purchase price paid by all Holders Holder’s initial investment in the Shares for Preferred Stock purchased each calendar month thereafter (or pro-rata for a portion thereof) thereafter from the Event Date until the applicable Event is cured; provided, however, that in no event shall the amount of liquidated damages payable at any time and then outstanding from time to time to any Holder pursuant to this Section 7(c) exceed an aggregate of twelve percent (12%) of the Purchase Agreement for amount of the Holder’s initial investment in the Shares. Liquidated damages payable by the Company pursuant to this Section 7(c) shall be payable on the first (1st) Business Day of each thirty (30) day period until following the applicable Event has been cured or until Date. If the Preferred Stock has been redeemed (whichever is earlier), which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant Company fails to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount"). Payments to be made pay any partial liquidated damages pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of full within seven days after the date payable, the Company will pay interest thereon at a rate of this Agreement, of the 10% per annum (or such lesser maximum amount of damages that may is permitted to be incurred paid by the Holders if the Registration Statement is not filed on or prior applicable law) to the forty-fifth Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. Notwithstanding anything to the contrary in this paragraph (45thc), the liquidated damages described in this paragraph (c) day following shall, with respect to any Holder, cease to accrue and shall not be payable from the Closing Date and maintained in date such Holder can sell the manner contemplated herein during the Effectiveness Period Registrable Securities without restriction pursuant to Rule 144(k) (or if any successor rule) or any other Event as described herein has occurredprovision under Rule 144 that permits such Holder to sell the Registrable Securities without respect to any volume limitations or manner of sale restrictions.

Failure to File Registration Statement and Other Events. The -------------------------------------------------------------- Company and the Holders Buyer agree that the Holders will suffer damages if the Registration Statement required by Section 2(a) above is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period, or if certain other events occur. The Company and the Holders Buyer further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, subject to the Company's suspension rights as set forth in Section 2(c) hereof, if (i) the a required Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of Warrant Shares exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the required Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iviii) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder ceases to be listed (each an "Exchange"), without immediately being listed quoted on any other Exchange, the OTC Bulletin Board for any reason for more than one sixty (160) Business Day, other than pursuant to Section 3(n), days in the aggregate or (viv) the conversion exercise rights of a Holder with respect to the Holders Warrant are suspended for any reason without the consent of the particular Holder other than as set forth in the Certificate of Designation, or (vi) by the Company has breached Section 3(n) of this Agreement (any such circumstance, failure or breach being referred to as an "Event"), the Company shall pay to the Holders in cash as liquidated damages for such failure failure, and not as a penalty to each Holder penalty, an aggregate amount equal to two percent (2%) of such Holder's pro rata share % of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant original principal amount of the Note issued to the Purchase Agreement Buyer for the initial each thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier)cured, which shall be pro rated for such periods of less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount"). Payments Subject to the Buyer's right to add such Periodic Amount on to the principal amount of the Note (as provided in the Note), payments to be made pursuant to this Section 7(e8(c) shall be due and payable immediately upon demand three (3) Business Days after the end of each month in which a Periodic Amount accrues, such payments to be made in immediately available cash fundsfunds and allocated among the Holders according to their interests in the Warrant and Warrant Shares. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders a Holder if the a Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date or has not been declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Holders Investors agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effective Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders Investors further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, except for an Allowed Delay if (iA) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Filing Date, or (iiB) the Registration Statement is not declared effective by the Commission on or prior to the Effective Date, or (C) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than one (1) Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Agreement Commission (any such failure or breach being referred to as an "“Event",” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such five (5) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”), the Company shall pay in cash an amount as liquidated damages to each Holder, payable in cash or unregistered shares of Common Stock at the sole option of the Company, equal to one percent (1 %) of the amount of the Holder’s initial investment in the Shares for each calendar month or portion thereof thereafter from the Event Date until the applicable Event is cured; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(g) exceed an aggregate of ten percent (10%) of the amount of the Holder’s initial investment in the Shares; and provided, further, that in the event the Commission does not permit all of the Registrable Securities to be included in the Registration Statement solely because of its application of Rule 415, no liquidated damages shall be payable with respect to the Registrable Securities that are not included in such failure and not Registration Statement solely as a penalty result of Rule 415 and provided, further, that liquidated damages shall cease to accrue with respect to any Shares or Warrant Shares that cease to be Registrable Securities. If the Company elects to pay liquidated damages in unregistered shares of the Common Stock, then number of such shares of the Common Stock to be issued to each Holder pursuant to this paragraph (g) shall be an amount equal to two percent (2%i) of such Holder's pro rata share the liquidated damage amount, divided by (ii) the daily volume weighted average price of the purchase price paid Common Stock on the OTC Bulletin Board or other principal trading market for the Common Stock for the twenty (20) Trading Days immediately preceding such Event Date. Liquidated damages payable by all Holders for Preferred Stock purchased and then outstanding the Company pursuant to this Section 7(g) shall be payable on the Purchase Agreement for the initial first (1st) Business Day of each thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier), which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredDate.

Failure to File Registration Statement and Other Events. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the fortythirty-fifth (45th35th) day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the fortythirty-fifth (45th35th) day following the Closing Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately promptly by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than one (1) Business Day, other than pursuant to Section 3(n), or (v) the conversion or redemption rights of the Holders, or the exercise rights of the Holders under the Warrants, are suspended for any reason without the consent of the particular Holder other than as set forth in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier), which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e8(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the fortythirty-fifth (45th35th) day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred. Notwithstanding the foregoing, the Company shall remain obligated to cure the breach or correct the condition that caused the Event, and the Holder shall have the right to take any action necessary or desirable to enforce such obligation.

Failure to File Registration Statement and Other Events. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Initial Closing Date and maintained in the manner contemplated herein during the Effectiveness Period. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Initial Closing Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation systemsystem (including, without limitation, Pink Sheets), market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "ExchangeEXCHANGE"), without immediately being listed on any other Exchange, for any reason for more than one (1) Business Day, other than pursuant to Section 3(n), or (v) the Preferred Stock conversion rights of the Holders or the rights of the Holders to exercise the Warrants are suspended for any reason without the consent of the particular Holder other than as set forth in the Certificate of DesignationDesignation or Warrant, as applicable, or (vi) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "EventEVENT"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement Price for the initial thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier)cured, which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement Price for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic AmountPERIODIC AMOUNT"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Initial Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred. Notwithstanding the foregoing, the Company shall remain obligated to cure the breach or correct the condition that caused the Event, and the Holder shall have the right to take any action necessary or desirable to enforce such obligation.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodTime. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, except as set forth in Section 3(n), (iA) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Filing Date, or (iiB) the Registration Statement is not declared effective by the Commission on or prior to the 100th day after the Closing Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2), or (C) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Commission in accordance with Section 2 hereof or (E) the Company has breached Section 3(n), or (ivF) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the American Stock Exchange for any reason for more than one (1) three Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth Days in the Certificate of Designationaggregate without subsequent listing on another securities exchange, quotation system or (vi) the Company has breached Section 3(n) of this Agreement market (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such five Business Day period is exceeded, or for purposes of clause (D) after more than fifteen Business Days, or for purposes of clause (F) the date on which such three Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent 2.0% for the first calendar month or portion thereof and 1.5% per calendar month thereafter or portion thereof of the Holder's initial investment in the Preferred Stock from the Event Date (2%) provided that, with respect to the Event described in clause (B), the "first calendar month" shall be deemed to commence on the 10th day prior to the applicable Event Date), less any amount of Preferred Stock that has been converted or redeemed by such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period , until the applicable Event has been cured or until is cured. Notwithstanding anything to the Preferred Stock has been redeemed contrary in this paragraph (whichever is earliere), which shall be pro rated for such periods less than thirty if (30I) days and two percent (2%) of such Holder's pro rata share any of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty Events described in clauses (30A), (B) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days or (the "Periodic Amount"). Payments to be made pursuant to this Section 7(eC) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed (II) on or prior to the forty-fifth applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (45thIII) day the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period termination of such postponement or if any other Event as described herein has occurredsuspension.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (45th) day following or in the Closing Dateevent an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Debentures are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2 hereof), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, OTC Bulletin Board for any reason for more than one three (13) Business Day, other than pursuant to Section 3(n)Days in the aggregate, or (v) the conversion rights Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Purchase Agreement or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Holders are suspended for any reason without the consent of the particular Holder other than as set forth in the Certificate of DesignationCompany, or (vi) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement Purchasers for the initial thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier), which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock Debentures purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period following the Event until the applicable Event has been cured cured, which amount shall be pro rated for such periods any period less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand at the option of the Holders in immediately available cash fundsor as an accrual to the amount outstanding under the Debentures. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date or has not been declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Holders Investors agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (45th) day following or in the Closing Dateevent an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered for such conversion and exercise is not filed and declared effective within the time periods set forth in Section 2(a)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the Principal Market for any reason for more than one three (13) Business Day, other than pursuant to Section 3(n)Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason without reason, including by the consent of the particular Holder other than as set forth in the Certificate of DesignationCompany, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty (30) days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n3(m) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent (2%) % of such Holder's pro rata share of the purchase price paid by all Holders for all shares of Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period after the Event until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier)cured, which shall be pro rated for such periods less than thirty (30) days days, and two percent (2%) 3% of such Holder's pro rata share of the purchase price paid by all Holders for all shares of Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period thereafter until the applicable Event has been cured which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash fundsor as a Dividend Payment (as defined in Section 2(a) of the Certificate of Designations) at the option of such Holder. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date or has not been declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Holders Hampshire agree that the Holders Hampshire will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod (as defined below). The Company and the Holders Hampshire further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Date, or (ii) the Company fails to file with the Commission SEC a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission SEC that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiii) the Registration Statement is filed with and declared effective by the Commission SEC but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with the CommissionSEC, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than one (1) Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "“Event"”), the Company shall pay will make payments to Hampshire in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent 1.0% of the aggregate amount invested by Hampshire for each twenty (2%) of such Holder's 20)-day period or pro rata share of for any portion thereof following the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to date on which the Purchase Agreement for the initial thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier), which occurred. Such payments shall be pro rated in partial compensation to Hampshire and shall not constitute Hampshire’s exclusive remedy for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which Events. Such payments shall be pro rated for such periods less than thirty days (the "Periodic Amount")made to Hampshire in cash. Payments to be made The amounts payable pursuant to this Section 7(e) paragraph shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part lawful money of the parties, as United States within two (2) Business Days of the date last day of this Agreement, of the amount of damages that may be incurred by the Holders if each such twenty (20)-day period during which the Registration Statement is not should have been filed on or prior for which no Registration Statement was filed with respect to the forty-fifth (45th) day following Registrable Securities. Notwithstanding the Closing Date foregoing, the Company shall remain obligated to cure the breach or correct the condition that caused such Event, and maintained in Hampshire shall have the manner contemplated herein during the Effectiveness Period right to take any action necessary or if any other Event as described herein has occurreddesirable to enforce such obligation.

Failure to File Registration Statement and Other Events. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (45th) day following or in the Closing Dateevent an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2 (subject to the right of the Company under Section 2 to delay such filing), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective for a period in excess of ten (10) Business Days as to all the Registrable Securities for which such Registration Statement is filed at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, Exchange for any reason for more than one three (13) Business Day, other than pursuant to Section 3(n)Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each any Holder whose Registrable Securities are included on such Registration Statement (or for which a Demand was made during the Demand Period) remain unsold (such securities being "Unsold Securities") as a result of such Event, except as set forth below, an amount equal to two percent (2%) of such Holder's Unsold Securities' pro rata share of the purchase price paid by all Holders for Preferred Stock purchased Purchaser and then outstanding its Affiliates pursuant to the Purchase Agreement for the initial thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier)cured, which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's Unsold Securities' pro rata share of the purchase price paid by all Holders Purchaser and its Affiliates for the Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount"). Notwithstanding the foregoing, to the extent the Event occurs for any reason not within the control of the Company, the Company shall have an additional 60 days to cure any Event without penalty and upon failure to cure within such 60 day period, the 2% penalty provided above shall then apply to such continued Event but the 2% penalty shall be reduced to 1%. Payments to be made pursuant to this Section 7(e8(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date (45thsubject to the right of the Company under Section 2 to delay such filing) day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Holders Buyer agree that the Holders will suffer damages if the a Registration Statement required by Section 2(a) above is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period, or if certain other events occur. The Company and the Holders Buyer further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the a required Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of Conversion Shares and/or Warrant Shares exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 Rules promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a required Registration Statement will not be "reviewed," or is not subject to further review, or (iii) the a required Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder ceases to be listed (each an "Exchange"), without immediately being listed quoted on any other Exchange, the OTC Bulletin Board for any reason for more than one thirty (130) Business Daydays in the aggregate, other than pursuant to Section 3(n), or (v) the conversion or exercise rights of the Holders a Holder are suspended for any reason without reason, including by the consent of the particular Holder other than as set forth in the Certificate of Designation, Company or (vi) the Company has breached Section 3(nbreaches in a material respect any covenant or other material term or condition to this Agreement, the Note, the Securities Purchase Agreement or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty (30) of this Agreement days after written notice thereof to the Company (any such circumstance, failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent (2%) % of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and principal amount of the Note then outstanding pursuant to the Purchase Agreement for the initial each thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier)cured, which shall be pro rated for such periods of less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount"). Payments Subject to a Holder's right to add such accrued liquidated damages on to the principal amount of the Note (as provided in the Note), payments to be made pursuant to this Section 7(e8(d) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders a Holder if the a Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date or has not been declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodTime. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, except as set forth in Section 3(n), (iA) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Filing Date, or (iiB) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2), or (C) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Commission in accordance with Section 3(n), 2 hereof or (ivE) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq the American Stock Exchange or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the OTC Bulletin Board for any reason for more than one (1) three Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth Days in the Certificate of Designationaggregate without subsequent listing on another securities exchange, quotation system or (vi) the Company has breached Section 3(n) of this Agreement market (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such five Business Day period is exceeded, or for purposes of clause (D) after more than fifteen Business Days, or for purposes of clause (E) the date on which such three Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to each Holder an amount Holder, at the Company's option, in cash or shares of Common Stock, equal to two one percent (21.0%) for each calendar month or portion thereof of the Holder's initial investment in the Preferred Stock from the Event Date, less any amount of Preferred Stock that has been converted or redeemed by such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period , until the applicable Event has been cured or until is cured. If the Preferred Stock has been redeemed (whichever is earlier)Company elects to pay in shares of Common Stock, which shall be pro rated for such periods less than thirty (30) days and two percent (2%) the number of such Holder's pro rata share shares of the purchase price paid by all Holders for Preferred Common Stock purchased and then outstanding pursuant to be issued to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount"). Payments to be made Holders pursuant to this Section 7(eparagraph (e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate based on the part of the parties, as of the date of this Agreement, of the liquidated damage amount of damages that may be incurred divided by the Holders if closing bid price for the Registration Statement is not filed five trading days prior to such Event Date and shall be issuable promptly upon receipt by the Company of a written demand from a Holder made on or prior to after the forty-fifth (45th) day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredDate.

Failure to File Registration Statement and Other Events. The Company and the Holders Holder agree that the Holders Holder will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Required Filing Date or is not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders Holder further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Required Filing Date, or is not declared effective by the Closing Commission on or prior to the Effectiveness Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of after the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter (otherwise than as permitted by item (iv) below) ceases to be effective or available as to all Registrable Securities at any time prior to the expiration of for 30 days during the Effectiveness Period, without being succeeded immediately within a reasonable period by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) the Company suspends the use of the Prospectus forming a part of such Registration Statement for more than thirty (30) days in any period of 365 consecutive days if the Company suspends in reliance on its ability to do so due to the existence of a development that, in the good faith discretion of the Board, makes it appropriate to so suspend or which renders the Company unable to comply with the Commission requirements, or the Company suspends the use of the Prospectus forming a part of such Registration Statement for more than sixty (60) days in any period of 365 consecutive days for any other reason, or (v) during the Effectiveness Period, trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than one three (13) consecutive Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth in the Certificate of DesignationDays, or (vi) the Company has breached Section 3(n3(m) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure or breach and not as a penalty (the "Liquidated Damages") to each the Holder (or to its assignees, as the case may be) an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period until the applicable Event has been cured or until of the Preferred Stock has been redeemed (whichever is earlier), which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price Warrants paid by all Holders for Preferred Stock purchased and then outstanding the initial Holder pursuant to the Purchase Agreement for each subsequent thirty (30) day period, pro rated for any period less than thirty (30) days, following the Event until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount")cured. Payments to be made pursuant to this Section 7(e8(d) shall be due and payable immediately upon demand in immediately available cash fundsin arrears at the end of each thirty (30) day period. The parties agree that the Periodic Amount represents Liquidated Damages represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders Holder if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Required Filing Date or has not been declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (45th) day following or in the Closing Dateevent an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2 hereof), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any and each other securities exchange, quotation system, exchange or market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchangelisted, for any reason for more than one three (13) Business Day, other than pursuant to Section 3(n)Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason without reason, including by the consent of the particular Holder other than as set forth in the Certificate of DesignationCompany, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement Purchasers for the initial thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier), which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock Notes purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period following the Event until the earlier of the date (x) the applicable Event has been cured cured, or (y) the Company prepays the amounts owing on the Notes pursuant to the terms thereof, which amount shall be pro rated for such periods any period less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand at the option of the Holders in immediately available cash fundsor as an accrual to the amount outstanding under the Notes. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date or has not been declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Holders Investors agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Date Commission on or prior to the Effective Date, and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders Investors further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, except for an Allowed Delay if (iA) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Filing Date, or (iiB) the Registration Statement is not declared effective by the Commission on or prior to the Effective Date, or (C) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than one (1) Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Agreement Commission (any such failure or breach being referred to as an "“Event",” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such five (5) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to each Holder an amount Holder, payable in cash, equal to two one percent (21%) of such Holder's pro rata share the amount of the purchase price paid by all Holders Holder’s initial investment in the Shares for Preferred Stock purchased each calendar month or portion thereof thereafter from the Event Date until the applicable Event is cured; provided, however, that in no event shall the amount of liquidated damages payable at any time and then outstanding from time to time to any Holder pursuant to this Section 7(g) exceed an aggregate of four percent (4%) of the Purchase Agreement for amount of the Holder’s initial investment in the Shares; and provided, further, that in the event the Commission does not permit all of the Registrable Securities to be included in the Registration Statement solely because of its application of Rule 415, no liquidated damages shall be payable with respect to the Registrable Securities that are not included in such Registration Statement solely as a result of Rule 415 and provided, further, that liquidated damages shall cease to accrue with respect to any Shares or Warrant Shares that cease to be Registrable Securities. Liquidated damages payable by the Company pursuant to this Section 7(g) shall be payable on the first (1st) Business Day of each thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier), which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredDate.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodTime. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, except as set forth in Section 3(n), (iA) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Filing Date, or (iiB) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2), or (C) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Commission in accordance with Section 3(n), 2 hereof or (ivE) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other the American Stock Exchange, New York Stock Exchange, Nasdaq, or the OTC Bulletin Board for any reason for more than one (1) three Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth Days in the Certificate of Designationaggregate without subsequent listing on another securities exchange, quotation system or (vi) the Company has breached Section 3(n) of this Agreement market (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such five Business Day period is exceeded, or for purposes of clause (D) after more than fifteen Business Days, or for purposes of clause (E) the date on which such three Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to each Holder an amount Holder, at the Company's option, in cash or shares of Common Stock registered with the Commission, equal to to: (i) one percent (1.0%) for each calendar month or portion thereof of the Holder's initial investment in the Note from the Event Date through the two month anniversary of the Event Date, and (ii) two percent (22.0%) for each calendar month or portion thereof of such the Holder's pro rata share initial investment in the Note from the two month anniversary of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period Event Date until the applicable Event is cured, less any amount of Note that has been cured converted or until redeemed by such Holder. If the Preferred Stock has been redeemed (whichever is earlier)Company elects to pay in shares of Common Stock, which shall be pro rated for such periods less than thirty (30) days and two percent (2%) the number of such Holder's pro rata share shares of the purchase price paid by all Holders for Preferred Common Stock purchased and then outstanding pursuant to be issued to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount"). Payments to be made Holders pursuant to this Section 7(eparagraph (e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate based on the part of the parties, as of the date of this Agreement, of the liquidated damage amount of damages that may be incurred divided by the Holders if closing bid price for the Registration Statement is not filed five trading days prior to such Event Date and shall be issuable promptly upon receipt by the Company of a written demand from a Holder made on or prior to after the forty-fifth (45th) day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredDate.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodTime or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, except as set forth in Section 3(n), (iA) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Filing Date, or (iiB) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2), or (C) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Commission in accordance with Section 2 hereof or (E) the Company has breached Section 3(n), or (ivF) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the OTC Bulletin Board for any reason for more than one (1) three Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth Days in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such five Business Day period is exceeded, or for purposes of clause (D) after more than twenty Business Days, or for purposes of clause (F) the date on which such three Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to each Holder an amount equal to 0.5% for each of the first two percent (2%) calendar months or portion thereof and 2.0% for each of the three calendar months thereafter or portion thereof of the Holder’s initial investment in the Preferred Stock from the Event Date, less any amount of Preferred Stock that has been converted by such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period , until the applicable Event has been cured or until is cured. Notwithstanding anything to the Preferred Stock has been redeemed contrary in this paragraph (whichever is earliere), which shall be pro rated for such periods less than thirty if (30I) days and two percent (2%) of such Holder's pro rata share any of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty Events described in clauses (30A), (B) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days or (the "Periodic Amount"). Payments to be made pursuant to this Section 7(eC) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed (II) on or prior to the forty-fifth applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (45thIII) day the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period termination of such postponement or if any other Event as described herein has occurredsuspension.

Failure to File Registration Statement and Other Events. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, except as set forth in Section 3(n), (iA) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Filing Date, or (iiB) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable plus the number of Common Shares exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2), or (C) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Commission in accordance with Section 2 hereof or (E) the Company has breached Section 3(n), or (ivF) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq the OTC Bulletin Board (or any other securities exchange, quotation system, market or over-the-counter bulletin board principal exchange on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the Common Stock is traded) for any reason for more than one three (13) Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth Days in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Agreement aggregate without subsequent listing on another exchange (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than twenty (20) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to each Holder an amount in cash equal to two percent 2.0% for the first calendar month (2%prorated for shorter periods) and 1.0% per calendar month thereafter (prorated for shorter periods) of such the Holder's pro rata share of ’s initial investment in the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to from the Purchase Agreement for the initial thirty (30) day period Event Date, until the applicable Event has been cured or until is cured. Notwithstanding anything to the Preferred Stock has been redeemed contrary in this paragraph (whichever is earliere), which shall be pro rated for such periods less than thirty if (30I) days and two percent (2%) of such Holder's pro rata share any of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty Events described in clauses (30A), (B), (C) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days or (the "Periodic Amount"). Payments to be made pursuant to this Section 7(eD) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed (II) on or prior to the forty-fifth applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (45thIII) day the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period termination of such postponement or if any other Event as described herein has occurredsuspension.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchaser agree that the Holders Holder will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders Holder further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (45th) day following or in the Closing Dateevent an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the OTC Bulletin Board for any reason for more than one ninety (190) Business Day, other than pursuant to Section 3(n)days in the aggregate, or (v) the conversion rights of the Holders Holder are suspended for any reason without reason, including by the consent of the particular Holder other than as set forth in the Certificate of DesignationCompany, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the the Notes, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each the Holder an amount equal to two percent (2%) of such Holder's pro rata share % of the purchase price Purchase Price paid by the Holder for all Holders for Preferred Notes and Warrants (or Common Stock held by the Holder upon conversion or exercise thereof) purchased and then outstanding pursuant to the Purchase Agreement for the initial each thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier)cured, which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders Holder if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date or has not been declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Holders Investors agree that the Holders will suffer damages if the a Registration Statement registering all of the Initial Registrable Securities is not filed on or prior to the forty-fifth (45th) day following Initial Filing Date or any Additional Registration Statement registering any Additional Registrable Securities is not filed on or prior to any Additional Filing Deadline, as applicable, and not declared effective by the Closing Commission on or prior to the Effectiveness Date or the Additional Effectiveness Deadline, as applicable, and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precisionprecision and that the following constitutes a reasonable estimate by all parties of a reasonable amount of such damages. Accordingly, if (iA) the a Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing DateInitial Filing Date or any Additional Filing Deadline, as applicable, or (iiB) a Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date or the Additional Effectiveness Deadline, as applicable, or (C) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or is not subject to further review, or (iiiD) the a Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities registered on such Registration Statement at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to or (E) the Company has breached Section 3(n)) hereof, or (ivF) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the Principal Market for any reason for more than one three (13) Business Day, other than pursuant to Section 3(n)Days in the aggregate, or (vG) the conversion rights Commission does not permit the Company to register all of the Holders are suspended Initial Registrable Securities in the Initial Registration Statement (as applied only to the Cutback Shares) or (II) a Registration Statement is for any other reason without the consent of the particular Holder (other than as set forth in through the Certificate fault of Designation, one or (vimore Investors) not declared effective by the Company has breached Section 3(n) of this Agreement Commission (any such failure or breach being referred to as an "“Event",” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days from the date the Registration Statement ceases to be effective, or for purposes of clause (E) the date of such breach, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (G) the date on which the Company acknowledges to the Commission that the Initial Registration Statement will not include all of the Initial Registrable Securities being referred to as the “Event Date”), the Company shall pay make payments in cash or registered shares of Common Stock at the Holder’s sole option to each Holder as provided in the next sentence as liquidated damages for such failure and not as a penalty penalty. The payments shall be made for each calendar month (pro rated for periods less than a calendar month) from the Event Date until the applicable Event is cured in the amount that is equal to each (i) for the Events described in clauses (A)-(F) and (H) above, two percent (2.0%) of the product of the aggregate number of Conversion Shares, PEM Common Shares, PEM Warrant Shares, IGT Warrant Shares and Interest Shares (to the extent they continue to be Registrable Securities) multiplied by the greater of $1.50 or the closing price of the Common Stock on the last trading day prior to the Closing Date, and (ii) for the Event described in clause (G) above, one percent (1.0%) of the product of the aggregate number of Cutback Shares (to the extent they continue to be Registrable Securities) multiplied by the greater of $1.50 or the closing price of the Common Stock on the last trading day prior to the Closing Date; provided that in no event (i) shall the amount of liquidated damages payable at any time and from time to time pursuant to this Section 7(e) in the aggregate exceed ten percent (10.0%) of the product of the aggregate number of Conversion Shares, PEM Common Shares, PEM Warrant Shares, IGT Warrant Shares and Interest Shares included in the Initial Registrable Securities multiplied by the greater of $1.50 or the closing price of the Common Stock as of the last trading day prior to the Closing Date or (ii) shall the amount of liquidated damages payable at any time and from time to time pursuant to this Section 7(e) in the aggregate with respect to Events described in clause (G) exceed $500,000. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D), (F) or (G) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. If the Holder elects to be paid liquidated damages in registered shares of Common Stock (any such shares being referred to as “Event Shares”), the number of such shares of Common Stock to be issued to the Holders pursuant to this paragraph (e) shall be an amount equal to two percent the quotient of (2%i) of such Holder's pro rata share the liquidated damage amount calculated pursuant to this paragraph (e), divided by (ii) the average of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement VWAP for the initial thirty twenty (3020) day period until trading days immediately preceding such Event Date. Liquidated damages payable by the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier), which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount"). Payments to be made Company pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part first (1st) Business Day of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth each thirty (45th30) day period following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredDate.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the a Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Filing Date, or (iiB) a Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2), or (C) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the a Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately promptly by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2 hereof, except as otherwise permitted by this Agreement, including pursuant to or (E) the Company has breached Section 3(n), or (ivF) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any no longer quoted on the OTC Bulletin Board (or other securities exchange, quotation system, market or over-the-counter bulletin board principal exchange on which Registrable Securities are required hereunder to be the Common Stock is listed (each an "Exchange"), without immediately being listed on any other Exchange, or traded) for any reason for more than one three (13) Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth Days in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay pay, at the option of the Holder, an amount in cash or shares of Common Stock, as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two one and one-half percent (21.5%) of such the Holder's pro rata share of initial investment in the purchase price paid by all Holders Notes for Preferred Stock purchased and then outstanding pursuant to each calendar month or portion thereof thereafter from the Purchase Agreement for the initial thirty (30) day period Event Date until the applicable Event has been cured or until is cured; provided, however, that in no event shall the Preferred Stock has been redeemed (whichever is earlier), which shall be pro rated for such periods less than thirty (30amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) days and two exceed an aggregate of nine percent (29%) of such the amount of the Holder's pro rata share initial investment in the Notes. Notwithstanding anything to the contrary in this paragraph (e), if (i) any of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (II) on or prior to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be pro rated for deemed instead to occur on the second Business Day following the termination of such periods less than thirty days (postponement or suspension. Liquidated damages payable by the "Periodic Amount"). Payments to be made Company pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part first (1st) Business Day of each thirty (30) day period following the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior Event Date. Notwithstanding anything to the forty-fifth (45th) day following contrary contained herein, in no event shall any liquidated damages be payable with respect to the Closing Date and maintained in Warrants or the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredWarrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Holders Hampshire agree that the Holders Hampshire will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod (as defined below). The Company and the Holders Hampshire further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Date, or (ii) the Company fails to file with the Commission SEC a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission SEC that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiii) the Registration Statement is filed with and declared effective by the Commission SEC but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with the CommissionSEC, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than one (1) Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay will make payments to Hampshire in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent 1.0% of the aggregate amount invested by Hampshire for each twenty (2%) of such Holder's 20)-day period or pro rata share of for any portion thereof following the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to date on which the Purchase Agreement for the initial thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier), which occurred. Such payments shall be pro rated in partial compensation to Hampshire and shall not constitute Hampshire's exclusive remedy for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which Events. Such payments shall be pro rated for such periods less than thirty days (the "Periodic Amount")made to Hampshire in cash. Payments to be made The amounts payable pursuant to this Section 7(e) paragraph shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part lawful money of the parties, as United States within two (2) Business Days of the date last day of this Agreement, of the amount of damages that may be incurred by the Holders if each such twenty (20)-day period during which the Registration Statement is not should have been filed on or prior for which no Registration Statement was filed with respect to the forty-fifth (45th) day following Registrable Securities. Notwithstanding the Closing Date foregoing, the Company shall remain obligated to cure the breach or correct the condition that caused such Event, and maintained in Hampshire shall have the manner contemplated herein during the Effectiveness Period right to take any action necessary or if any other Event as described herein has occurreddesirable to enforce such obligation.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth Filing Date or declared effective by the Commission within thirty (45th30) day following days of the Closing Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodTime or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the forty-fifth Filing Date or declared effective by the Commission within thirty (45th30) day following days of the Closing DateEffectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2), or (iiB) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiC) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (ivD) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the OTC Bulletin Board for any reason for more than one three (13) Business Day, other than pursuant to Section 3(n)Days in the aggregate, or (vE) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth in the Certificate of Designationreason, or (viF) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (G) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (E) the date on which such Event occurs, or for purposes of clause (B) the date on which such five day period is exceeded, or for purposes of clause (C) after more than fifteen Business Days, or for purposes of clause (D) the date on which such three Business Day period is exceeded, or for clause (F) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent (1% for the first calendar month and 2%) % per calendar month thereafter of such Holder's pro rata share of the purchase price paid by all Holders for Preferred all shares of Common Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial each thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier)cured, which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount"); provided, however, if the Registration Statement is not declared effective within thirty (30) days of the Effectiveness Date in accordance with clause (A) above, liquidated damages under this Section 7(e) shall accrue as of the Effectiveness Date. Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand at the option of the Holders in immediately available cash fundscash. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date or has not been declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodTime. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, except as set forth in Section 3(n), (iA) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Filing Date, or (iiB) the Registration Statement is not declared effective by the Commission on or prior to the 95th day after the Closing Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2), or (C) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Commission in accordance with Section 2 hereof or (E) the Company has breached Section 3(n), or (ivF) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the OTC Bulletin Board for any reason for more than one (1) three Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth Days in the Certificate of Designationaggregate without subsequent listing on another securities exchange, quotation system or (vi) the Company has breached Section 3(n) of this Agreement market (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such five Business Day period is exceeded, or for purposes of clause (D) after more than fifteen Business Days, or for purposes of clause (F) the date on which such three Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent (2%) 3% for the first calendar month or portion thereof and 1.5% per calendar month thereafter or portion thereof of such the Holder's pro rata share of initial investment in the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant from the Event Date, less any amount of Preferred Stock that has been converted or redeemed by such Holder (provided that, with respect to the Purchase Agreement for Event described in clause (B), the initial thirty (30) "first calendar month" shall be deemed to commence on the 30th day period prior to the Event Date), until the applicable Event has been cured or until is cured. Notwithstanding anything to the Preferred Stock has been redeemed contrary in this paragraph (whichever is earliere), which shall be pro rated for such periods less than thirty if (30I) days and two percent (2%) of such Holder's pro rata share any of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty Events described in clauses (30A), (B) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days or (the "Periodic Amount"). Payments to be made pursuant to this Section 7(eC) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed (II) on or prior to the forty-fifth applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (45thIII) day the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period termination of such postponement or if any other Event as described herein has occurredsuspension.

Failure to File Registration Statement and Other Events. The Company and the Holders Corona agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (45th) day following or in the Closing Dateevent an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Promissory Note is convertible or upon the exercise of the Warrant or pursuant to the Side Letter Agreement exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2 herein), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq NASDAQ or any other securities exchange, quotation system, market or overthe Over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, Counter Bulletin Board for any reason for more than one five (15) consecutive Business Day, other than pursuant to Section 3(n)Days after such time as the registration Statement has been declared effective, or (v) the conversion rights Company breaches in a material respect any covenant or other material term or condition to this Agreement, and such breach continues for a period of thirty days after written notice thereof to the Holders are suspended for any reason without the consent of the particular Holder other than as set forth in the Certificate of DesignationCompany, or (vi) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "EventEVENT"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder (the "LIQUIDATED DAMAGES") an amount equal to two percent 100,000 shares of Common Stock (2%the "PENALTY SHARES") of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period and for each of the next three (3) successive thirty (30) day periods following the Event until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier)cured, which amount shall be pro rated for such periods any period less than thirty (30) days and two percent (2%) for the proportion of such Holder's pro rata share of Registrable Securities that are timely registered, and thereafter, the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement penalty for each subsequent additional thirty (30) day period until the applicable Event has been cured which shall be equal to 400,000 additional shares per month for each of the next nine (9) successive months that the Company remains under default under the terms of this Agreement (the "ADDITIONAL PENALTY SHARES"), pro rated for such periods any period less than thirty (30) days and for the proportion of Registrable Securities that are timely registered. The Penalty Shares and Additional Penalty Shares shall be registered under the Securities Act pursuant to either the Registration Statement (if payment of the "Periodic Amount"). Payments Amount is made prior to the effectiveness of the Registration Statement) or any other registration statement to be made pursuant filed by the Company relating to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash fundsan offering for its own account or the account of others. The parties agree that the Periodic Amount Penalty and Additional Penalty Shares represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date or has not been declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodTime. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, except as set forth in Section 3(n), (iA) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Filing Date, or (iiB) the Registration Statement is not declared effective by the Commission on or prior to the 120th day after the Execution Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2), or (C) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Commission in accordance with Section 2 hereof or (E) the Company has breached Section 3(n), or (ivF) trading in the Common Stock shall be suspended or if the Common Stock is delisted from The Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, National Market for any reason for more than one (1) three Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth Days in the Certificate of Designationaggregate without subsequent listing on another securities exchange, quotation system or (vi) the Company has breached Section 3(n) of this Agreement market (any such failure or breach being referred to as an "EventEVENT," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such five Business Day period is exceeded, or for purposes of clause (D) after more than fifteen Business Days, or for purposes of clause (F) the date on which such three Business Day period is exceeded, being referred to as "EVENT DATE"), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent (2%) 3% for the first calendar month or portion thereof and 1.5% per calendar month thereafter or portion thereof of such the Holder's pro rata share initial investment in the Notes from the Event Date, less any principal amount of the purchase price paid Notes that have been converted or redeemed by all Holders for Preferred Stock purchased and then outstanding pursuant such Holder (provided that, with respect to the Purchase Agreement for Event described in clause (B), the initial thirty (30) "first calendar month" shall be deemed to commence on the 30th day period prior to the Event Date), until the applicable Event has been cured is cured; PROVIDED, THAT, liquidated damages for the first calendar month upon the occurrence of an Event shall be payable in cash only, and for each calendar month thereafter shall be payable at the Company's option in cash or until shares of Common Stock. Notwithstanding anything to the Preferred Stock has been redeemed contrary in this paragraph (whichever is earliere), which shall be pro rated for such periods less than thirty if (30I) days and two percent (2%) of such Holder's pro rata share any of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty Events described in clauses (30A), (B) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days or (the "Periodic Amount"). Payments to be made pursuant to this Section 7(eC) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed (II) on or prior to the forty-fifth applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (45thIII) day the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the Closing termination of such postponement or suspension. If the Company elects to pay in shares of Common Stock, the number of such shares of Common Stock to be issued to the Holders pursuant to this paragraph (e) shall be based on the liquidated damage amount divided by the average of the closing bid and asked price of the Common Stock for the five trading days prior to such Event Date and maintained in shall be issuable promptly upon receipt by the manner contemplated herein during Company of a written demand from a Holder made on or after the Effectiveness Period or if any other Event as described herein has occurredDate.

Failure to File Registration Statement and Other Events. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than one (1) Business Day, other than pursuant to Section 3(n), or (v) the conversion exercise rights of the Holders under the Warrants are suspended for any reason without the consent of the particular Holder other than as set forth in the Certificate of DesignationHolder, or (vi) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock the Shares purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier)cured, which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock Shares purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e8(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred. Notwithstanding the foregoing, the Company shall remain obligated to cure the breach or correct the condition that caused the Event, and the Holder shall have the right to take any action necessary or desirable to enforce such obligation.

Failure to File Registration Statement and Other Events. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Date Commission on or prior to the times set forth in Section 2 and maintained in the manner contemplated herein during the applicable Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Shelf Registration Statement is not filed on or prior to the forty-fifth Filing Date or is not declared effective by the Commission on or prior to the time periods set forth in Section 2 (45th) day following or in the Closing Dateevent an Additional Registration Statement, filed because the Company shall have been required to issue Additional Shares pursuant to Section 3.11 of the Purchase Agreement, is not filed and declared effective with the time periods set forth in Section 2), or (iiB) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiC) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities and Additional Shares, if any, at any time prior to the expiration of the applicable Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (ivD) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq the OTC Bulletin Board or any other securities exchange, quotation system, the market or over-the-counter bulletin board exchange on which Registrable Securities are required hereunder to be the Common Stock is then quoted or listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than one three (13) Business DayDays in the aggregate, (E) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Purchase Agreement (other than pursuant a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty (30) days after written notice thereof to Section 3(n)the Company, or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth in the Certificate of Designation, or (viF) the Company has breached Section 3(n3(m) of this Agreement (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (F) the date on which such Event occurs, or for purposes of clause (B) the date on which such five day period is exceeded, or for purposes of clause (C) after more than fifteen (15) Business Days, or for purposes of clause (D) the date on which such three Business Day period is exceeded, or for clause (E) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent (2%) of such Holder's pro rata share 1.5% per calendar month or portion thereof of the purchase price paid market value of the outstanding Registrable Securities and Additional Shares, if any, held by all Holders for Preferred Stock purchased and then outstanding pursuant to such Holder that have not been sold from the Purchase Agreement for the initial thirty (30) day period Event Date until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier), which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount")cured. Payments to be made pursuant to this Section 7(e7(c) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchaser agree that the Holders Holder will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders Holder further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (45th) day following or in the Closing Dateevent an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the OTC Bulletin Board for any reason for more than one ninety (190) Business Day, other than pursuant to Section 3(n)days in the aggregate, or (v) the conversion rights of the Holders Holder are suspended for any reason without reason, including by the consent of the particular Holder other than as set forth in the Certificate of DesignationCompany, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the the Notes, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "EventEVENT"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each the Holder an amount equal to two percent (2%) of such Holder's pro rata share 1% of the purchase price Purchase Price paid by the Holder for all Holders for Preferred Stock Notes and Warrants purchased and then outstanding pursuant to the Purchase Agreement for the initial each thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier)cured, which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders Holder if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date or has not been declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (45th) day following or in the Closing Dateevent an additional Registration Statement is filed because the actual number of Common Shares and Warrant Shares, exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) the Common Stock is delisted from The Nasdaq Stock Market, or (v) trading in the Common Stock shall be is suspended or if from The Nasdaq Stock Market and the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter electronic bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, OTC) for any reason for more than one five (15) Business Day, other than pursuant to Section 3(n)Days, or (vvi) the conversion exercise rights of the Holders in regard to the Warrants are suspended for any reason without reason, including by the consent of the particular Holder other than as set forth in the Certificate of DesignationCompany, or (vivii) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of 30 days after written notice thereof to the Company, or (viii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "EventEVENT"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock the Shares purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) each 30 day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier)cured, which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty 30 days (the "Periodic AmountPERIODIC AMOUNT"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date or has not been declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (45th) day following or in the Closing Dateevent an additional Registration Statement is filed because the actual number of Common Shares and Common Stock into which the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than one three (13) Business Day, other than pursuant to Section 3(n)Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason without reason, including by the consent of Company, or (vi) the particular Holder Company breaches in a material respect any covenant or other than as set forth in material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vivii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to each Holder an amount equal to two one percent (21%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock all shares of Common Shares purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period following the Event until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier)cured, which amount shall be pro rated for such periods any period less than thirty (30) days days, and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock all shares of Common Shares purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period thereafter until the applicable Event has been cured cured, which shall be pro rated for such periods any period less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand at the option of the Holders in immediately available cash fundscash. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date or has not been declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodTime. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, except as set forth in Section 3(n), (iA) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Filing Date, or (iiB) the Registration Statement is not declared effective by the Commission on or prior to the 100th day after the Filing Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2), or (C) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Commission in accordance with Section 2 hereof or (E) the Company has breached Section 3(n), or (ivF) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the American Stock Exchange for any reason for more than one (1) three Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth Days in the Certificate of Designationaggregate without subsequent listing on another securities exchange, quotation system or (vi) the Company has breached Section 3(n) of this Agreement market (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such five Business Day period is exceeded, or for purposes of clause (D) after more than fifteen Business Days, or for purposes of clause (F) the date on which such three Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent 2.0% for the first calendar month or portion thereof and 1.5% per calendar month thereafter or portion thereof of the Holder's initial investment in the Preferred Stock from the Event Date (2%) provided that, with respect to the Event described in clause (B), the "first calendar month" shall be deemed to commence on the 10th day prior to the applicable Event Date), less any amount of Preferred Stock that has been converted or redeemed by such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period , until the applicable Event has been cured or until is cured. Notwithstanding anything to the Preferred Stock has been redeemed contrary in this paragraph (whichever is earliere), which shall be pro rated for such periods less than thirty if (30I) days and two percent (2%) of such Holder's pro rata share any of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty Events described in clauses (30A), (B) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days or (the "Periodic Amount"). Payments to be made pursuant to this Section 7(eC) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed (II) on or prior to the forty-fifth applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (45thIII) day the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period termination of such postponement or if any other Event as described herein has occurredsuspension.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodTime or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, except as set forth in Section 3(n), (iA) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Filing Date, or (iiB) the Registration Statement is not declared effective by the Commission on or prior to the 120th day after the Closing Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2), or (C) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Commission in accordance with Section 2 hereof or (E) the Company has breached Section 3(n), or (ivF) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than one (1) three Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth Days in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "EventEVENT," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such five Business Day period is exceeded, or for purposes of clause (D) after more than fifteen Business Days, or for purposes of clause (F) the date on which such three Business Day period is exceeded, being referred to as "EVENT DATE"), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent 1.5% for each calendar month or portion thereof of the principal amount of the Notes held by such Holder from the Event Date (2%) provided that, with respect to the Event described in clause (B), the "first calendar month" shall be deemed to commence on the 30th day prior to the applicable Event Date), less any principal amount of the Notes that has been converted by such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period , until the applicable Event has been cured or until is cured. Notwithstanding anything to the Preferred Stock has been redeemed contrary in this paragraph (whichever is earliere), which shall be pro rated for such periods less than thirty if (30I) days and two percent (2%) of such Holder's pro rata share any of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty Events described in clauses (30A), (B) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days or (the "Periodic Amount"). Payments to be made pursuant to this Section 7(eC) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed (II) on or prior to the forty-fifth applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (45thIII) day the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period termination of such postponement or if any other Event as described herein has occurredsuspension.

Failure to File Registration Statement and Other Events. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Date Filing Deadline and maintained in the manner contemplated herein during the Effectiveness Period. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing DateFiling Deadline, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iii) the Registration Statement is not declared effective by the Commission as to all Registrable Securities within one hundred (100) days after the Closing Date, or (iv) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately promptly by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (ivv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "“Exchange"”), without immediately being listed on any other Exchange, for any reason for more than one (1) Business Day, other than pursuant to Section 3(n), or (vvi) the conversion or redemption rights of the Holders, or the exercise rights of the Holders under the Warrants, are suspended for any reason without the consent of the particular Holder other than as set forth in the Certificate of Designation, or (vivii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "“Event"”), the Company shall pay in cash then as liquidated damages for such failure or breach and not as a penalty to each Holder an amount equal to two percent (2%) penalty, the Conversion Value as defined and set forth in the Certificate of Designation for the Preferred Stock shall be automatically reduced by 2.5% upon the occurrence of such Holder's pro rata share of the purchase price paid by all Holders Event and an additional 2.5% for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty each calendar month (30or part thereof) day period thereafter until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier), which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash fundscured. The parties agree that the Periodic Amount such Conversion Value reduction represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Date Filing Deadline and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred. Notwithstanding the foregoing, the Company shall remain obligated to cure the breach or correct the condition that caused the Event, and the Holder shall have the right to take any action necessary or desirable to enforce such obligation.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodTime or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, except as set forth in Section 3(n), (iA) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Filing Date, or (iiB) the Registration Statement is not declared effective by the Commission on or prior to October 15, 2004 (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2), or (C) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Commission in accordance with Section 2 hereof or (E) the Company has breached Section 3(n), or (ivF) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the American Stock Exchange for any reason for more than one (1) three Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth Days in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such five Business Day period is exceeded, or for purposes of clause (D) after more than twenty Business Days, or for purposes of clause (F) the date on which such three Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent (2%) 1.0% for the first calendar month or portion thereof and 0.5% for each calendar month thereafter or portion thereof of the Holder's initial investment in the Preferred Stock from the Event Date, less any amount of Preferred Stock that has been converted by such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period , until the applicable Event has been cured or until is cured. Notwithstanding anything to the Preferred Stock has been redeemed contrary in this paragraph (whichever is earliere), which shall be pro rated for such periods less than thirty if (30I) days and two percent (2%) of such Holder's pro rata share any of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty Events described in clauses (30A), (B) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days or (the "Periodic Amount"). Payments to be made pursuant to this Section 7(eC) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed (II) on or prior to the forty-fifth applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (45thIII) day the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the Closing Date and maintained termination of such postponement or suspension. Notwithstanding anything contained herein to the contrary, in no event shall the liquidated damages amount exceed eighteen percent (18%) of the Holder's initial investment in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredPreferred Stock.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) 15th day following after the Closing Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodTime or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to 15th day after the forty-fifth (45th) day following the Closing Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (iior in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2(a)), or (B) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiC) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (ivD) trading in the Common Stock shall be suspended or if the Common Stock is delisted from The Nasdaq SmallCap Market or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the OTC Bulletin Board for any reason for more than one (1) three Business Day, other than pursuant to Section 3(n)Days in the aggregate, or (vE) the conversion rights of the Holders are suspended for any reason without reason, including by the consent of Company, or (F) the particular Holder Company breaches in a material respect any covenant or other than as set forth in material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (viG) the Company fails to convene a meeting of shareholders within the time period specified in Section 3.14 of the Purchase Agreement or does so convene a meeting of shareholders within such time period but fails to obtain Shareholder Approval at such meeting, or (H) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (E) the date on which such Event occurs, or for purposes of clause (B) the date on which such five day period is exceeded, or for purposes of clause (C) after more than fifteen Business Days, or for purposes of clause (D) the date on which such three Business Day period is exceeded, or for clause (F) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent (2%) of such Holder's pro rata share 3% per calendar month or portion thereof of the purchase price paid stated value of the outstanding Shares held by all Holders for Preferred Stock purchased and then outstanding pursuant such Holder plus the stated value of any Shares that have been converted to the Purchase Agreement for extent any of the initial thirty (30) day period Underlying Shares issued upon such conversion have not been sold from the Event Date until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier), which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount")cured. Payments to be made pursuant to this Section 7(e7(e)(i) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, except as set forth in Section 3(n), (iA) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Filing Date, or (iiB) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2), or (C) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Commission in accordance with Section 2 hereof or (E) the Company has breached Section 3(n), or (ivF) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq the American Stock Exchange (or any other securities exchange, quotation system, market or over-the-counter bulletin board principal exchange on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the Common Stock is traded) for any reason for more than one (1) three Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth Days in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than twenty (20) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent (2%) 1.0% for each calendar month or portion thereof of the Holder’s initial investment in the Notes from the Event Date, less any principal amount of the Notes that has been converted and sold by such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period , until the applicable Event has been cured or until is cured. Notwithstanding anything to the Preferred Stock has been redeemed contrary in this paragraph (whichever is earliere), which shall be pro rated for such periods less than thirty if (30I) days and two percent (2%) of such Holder's pro rata share any of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty Events described in clauses (30A), (B) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days or (the "Periodic Amount"). Payments to be made pursuant to this Section 7(eC) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed (II) on or prior to the forty-fifth applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (45thIII) day the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period termination of such postponement or if any other Event as described herein has occurred.suspension. ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­

Failure to File Registration Statement and Other Events. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "“Exchange"”), without immediately being listed on any other Exchange, for any reason for more than one (1) Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth in the Certificate of Designation (other than as a result of the limitations in Section 5(i) of the Certificate of Designation), or (vi) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "“Event"”), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent (2%) of such Holder's ’s pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier)cured, which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's ’s pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "“Periodic Amount"”); provided that the aggregate Periodic Amount so payable to each Holder shall not exceed 10% of the purchase price paid for all shares of Preferred Stock held by such Holder. Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred. Notwithstanding the foregoing, the Company shall remain obligated to cure the breach or correct the condition that caused the Event, and the Holder shall have the right to take any action necessary to enforce such obligation.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, except as set forth in Section 3(n), (iA) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Filing Date, or (iiB) the Registration Statement is not declared effective by the Commission on or prior to the one hundred twentieth (120th) day after the Closing Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2), or (C) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2 hereof, except as otherwise permitted by this Agreement, including pursuant to or (E) the Company has breached Section 3(n), or (ivF) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the OTC Bulletin Board for any reason for more than one three (13) Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth Days in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent (2%) for the first calendar month or portion thereof and one percent (1%) per calendar month thereafter or portion thereof of the Holder’s initial investment in the Preferred Stock from the Event Date (provided that, with respect to the Event described in clause (B), the “first calendar month” shall be deemed to commence on the thirtieth (30th) day prior to the applicable Event Date), less any amount of Preferred Stock that has been converted and sold by such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period , until the applicable Event has been cured or until is cured. Notwithstanding anything to the Preferred Stock has been redeemed contrary in this paragraph (whichever is earliere), which shall be pro rated for such periods less than thirty if (30I) days and two percent (2%) of such Holder's pro rata share any of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty Events described in clauses (30A), (B) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days or (the "Periodic Amount"). Payments to be made pursuant to this Section 7(eC) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed (II) on or prior to the forty-fifth applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (45thIII) day the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period termination of such postponement or if any other Event as described herein has occurredsuspension.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the a Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Date Commission on or prior to the Effectiveness Date, as the case may be, and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the a Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Date, Filing Date or (iiB) a Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date or (C) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the a Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, Period without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to or (E) the Company has breached Section 3(n3(o), or (ivF) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq the OTC Bulletin Board (or any other securities exchange, quotation system, market or over-the-counter bulletin board principal exchange on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the Common Stock is traded) for any reason for more than one three (13) Business Day, other than pursuant to Section 3(n)Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth in the Certificate of Designation, or (viG) the Company has breached fails to file and have a Registration Statement declared effective in accordance with Section 3(n2(b) of this Agreement hereof, (any such failure or breach being referred to as an "Event," and for purposes of clauses (A), (B) and (G) the date on which such Event occurs, or for purposes of clause (C) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay pay, at the option of the Holder, an amount in cash or shares of Common Stock, as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent (2%) of such Holder's pro rata share the amount of the purchase price paid by all Holders Holder’s initial investment in the Notes for Preferred Stock purchased each 30 day period or portion thereof thereafter from the Event Date until the applicable Event is cured. Notwithstanding anything to the contrary in this Section 7(d), if (i) any of the Events described in clauses (A), (B) or (C) shall have occurred, (ii) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(o) hereof and then outstanding (iii) the postponement or suspension permitted pursuant to such Section 3(o) shall remain effective as of such applicable Event Date, then the Purchase Agreement for applicable Event Date shall be deemed instead to occur on the initial second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(d) shall be payable on the first (1st) business day of each thirty (30) day period until following the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier), which shall be pro rated for Date. In no event will such periods less than thirty (30) days and two damages exceed nine percent (29%) of such Holder's pro rata share the original principal amount of the purchase price paid Notes. The payment of such damages shall be made by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty Company (30i) day period until in cash, or (ii) in Common Stock, valued at the applicable Event has been cured which shall be pro rated for Conversion Price (x) at the election of the Note holder prior the cash payment of damages by the Company, or (y) at the election of the Company, provided that in the case of clause (y) all such periods less than thirty days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate Common Stock so delivered is registered on the part of the parties, as of the date of this Agreement, of the amount of damages Registration Statement and that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45ththen currently effective. All amounts paid as damages under this Section 7(d) day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredshall be called “Periodic Amounts.”

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, except as set forth in Section 3(n), (iA) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Filing Date, or (iiB) the Registration Statement is not declared effective by the Commission on or prior to the 120th day after the Closing Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock to be issued upon exercise of the Warrants exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2), or (C) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Commission in accordance with Section 2 hereof or (E) the Company has breached Sections 3(m) or 3(n), or (ivF) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the OTC Bulletin Board for any reason for more than one five (15) Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth Days in the Certificate of Designation, or (vi) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such five Business Day period is exceeded, or for purposes of clause (D) after more than twenty Business Days, or for purposes of clause (F) the date on which such five Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty payable at the Company's option in cash or shares of Common Stock to each Holder an amount equal to two percent 2.0% for the first calendar month or portion thereof and 1.0% per calendar month thereafter or portion thereof of the Holder's total cash consideration paid for Units to date from the Event Date (2%) provided that, with respect to the Event described in clause (B), the "first calendar month" shall be deemed to commence on the 30th day prior to the applicable Event Date), less any amount of Warrants that has been exercised by such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period , until the applicable Event has been cured or until is cured, provided, that, with respect to the Preferred Stock has been redeemed Event described in clause (whichever is earlierB), which the Company shall not be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share obligated to pay liquidated damages following the one year anniversary of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant Closing Date. Notwithstanding anything to the Purchase Agreement for each subsequent thirty contrary in this paragraph (30e), if (I) day period until any of the applicable Event has been cured which shall be pro rated for such periods less than thirty days Events described in clauses (the "Periodic Amount"A). Payments to be made pursuant to this Section 7(e, (B) or (C) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed (II) on or prior to the forty-fifth applicable Event Date, the Company shall have exercised its rights under Sections 3(m) or 3(n) hereof and (45thIII) day the postponement or suspension permitted pursuant to such Sections 3(m) or 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the Closing termination of such postponement or suspension. If the Company elects to pay liquidated damages in shares of Common Stock, the number of such shares of Common Stock to be issued to the Holders pursuant to this paragraph (e) shall be based on the liquidated damage amount divided by the average closing bid price of the Common Stock for the five trading days prior to such Event Date and maintained in shall be issuable promptly upon receipt by the manner contemplated herein during Company of a written demand from a Holder made on or after the Effectiveness Period or if any other Event as described herein has occurredDate.

Failure to File Registration Statement and Other Events. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the fortythirty-fifth (45th35th) day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the fortythirty-fifth (45th35th) day following the Closing Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately promptly by a subsequent Registration Statement filed with the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than one (1) Business Day, other than pursuant to Section 3(n), or (v) the conversion exercise rights of the Holders under the Warrants are suspended for any reason without the consent of the particular Holder other than as set forth in the Certificate of DesignationHolder, or (vi) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock the Shares purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier)cured, which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock Shares purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e8(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the fortythirty-fifth (45th35th) day following the Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred. Notwithstanding the foregoing, the Company shall remain obligated to cure the breach or correct the condition that caused the Event, and the Holder shall have the right to take any action necessary or desirable to enforce such obligation.

Failure to File Registration Statement and Other Events. The Company ---------------------------------------------------------- and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed declared effective by the Commission on or prior to the forty-fifth (45th) day following the Closing Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodTime or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed declared effective by the Commission on or prior to the forty-fifth Effectiveness Date (45th) day following or in the Closing Dateevent an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Preferred Stock are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective with the time periods set forth in Section 2), or (iiB) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiC) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (ivD) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the OTC Bulletin Board for any reason for more than one three (13) Business Day, other than pursuant to Section 3(n)Days in the aggregate, or (vE) the conversion rights of the Holders are suspended for any reason without reason, or (F) the consent of the particular Holder Company breaches in a material respect any covenant or other than as set forth in material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (viG) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event," and for purposes of clauses ----- (A) and (E) the date on which such Event occurs, or for purposes of clause (B) the date on which such five day period is exceeded, or for purposes of clause (C) after more than fifteen Business Days, or for purposes of clause (D) the date on which such three Business Day period is exceeded, or for clause (F) the date on which such thirty day period is exceeded, being referred to as "Event ----- Date"), the Company shall pay an amount, at the Company's election, either in ---- cash as liquidated damages for such failure and not as a penalty to each Holder or Registrable Securities in shares of Common Stock, in an amount equal to two percent the quotient of (2%i) the Dividend Payment divided by (ii) the Conversion Price (each of (i) and (ii) as defined in the Company's Articles of Incorporation or Certificate of Incorporation, as the case may be), as liquidated damages to each Holder equal to 1% for the first calendar month and 1.5% per calendar month thereafter of such Holder's pro rata share of the purchase price paid by all Holders for all shares of Series A Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial each thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier)cured, which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount"). Payments to be made --------------- pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash fundsof the Holders. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date or has not been declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The ------------------------------------------------------- Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodTime or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (45th) day following or in the Closing Dateevent an additional Registration Statement is required to be filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the OTC Bulletin Board for any reason for more than one (1) three Business Day, other than pursuant to Section 3(n)Days in the aggregate, or (v) the conversion or exercise rights of the Holders with respect to Preferred Stock or the Warrants are suspended for any reason without or (vi) the consent of the particular Holder Company breaches in a material respect any covenant or other than as set forth in material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vivii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two one percent (21%) of such Holder's pro rata share of the purchase price paid by all Holders for shares of the Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier)cured, which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period thereafter until the applicable Event has been cured (which shall be also pro rated for such periods less than thirty days rated, as aforesaid) (the "Periodic Amount"). Payments to be made pursuant to this --------------- Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date or has not been declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Time or if any other Event as described herein has occurredoccurred and not been cured.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, other than permitted by Section 3(o) hereof, if (i) the Registration Statement is not filed on or prior to the forty-fifth Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (45th) day following or in the Closing Dateevent an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Debentures or shares of Preferred Stock, as applicable, are convertible exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 promulgated under 461 of the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the OTC Bulletin Board for any reason for more than one three (13) Business Day, other than pursuant to Section 3(n)Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason without reason, including by the consent of the particular Holder other than as set forth in the Certificate of DesignationComany, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Debentures, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty (30) days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "EventEVENT"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount (the "LIQUIDATED DAMAGES") equal to two percent (2%) % of such Holder's pro rata share of (A) the purchase price paid by all Holders for Preferred Stock principal amount of the Debentures purchased and then outstanding pursuant to the Purchase Agreement or (B) the Liquidation Preference Amount (as defined by the Company's Articles of Incorporation, as amended pursuant to the Purchase Agreement) of the Preferred Stock exchanged for such Debentures and outstanding pursuant to the initial Exchange Agreement, for each thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier)cured, which shall be pro rated for such periods any period less than thirty (30) days and two percent (2%) of such Holder's pro rata share the "PERIODIC AMOUNT"); PROVIDED, HOWEVER, that in the case of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant Company's failure to file the Registration Statement on or prior to the Purchase Agreement Filing Date, the Periodic Amount shall not be pro rated for each subsequent any period less than thirty (30) days, but rather rounded up to the next full thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount")any portion thereof prior to being cured. Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand at the option of the Holders in immediately available cash fundsfunds or as an accrual to the Outstanding Principal Amount (as defined in the Debentures) or the Liquidation Preference Amount. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date or has not been declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date and not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or before the Filing Date, or is not declared effective by the Commission on or prior to the forty-fifth Effectiveness Date (45th) day following or in the Closing Dateevent an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, the OTC Bulletin Board for any reason for more than one (1) three Business Day, other than pursuant to Section 3(n)Days in the aggregate, or (v) the conversion rights of the Holders are suspended for any reason without reason, including by the consent of Company, or (vi) the particular Holder Company breaches in a material respect any covenant or other than as set forth in material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vivii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "EventEVENT"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent (2%) % of such Holder's pro rata share of the purchase price paid by all Holders for all shares of Series M Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial each thirty (30) day period until the applicable Event has been cured or until the Preferred Stock has been redeemed (whichever is earlier)cured, which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic AmountPERIODIC AMOUNT"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand at the option of the Holders in immediately available cash fundsor as an accrual to the Liquidation Preference Amount (as defined in the Certificate of Designation of the Series M Convertible Preferred Stock). The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Filing Date or has not been declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Holders Holder agree that the Holders Holder will suffer damages if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Required Filing Date or is not declared effective by the Closing Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness PeriodPeriod or if certain other events occur. The Company and the Holders Holder further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the forty-fifth (45th) day following Required Filing Date, or is not declared effective by the Closing Commission on or prior to the Effectiveness Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective or available as to all Registrable Securities at any time prior to the expiration of for 30 days during the Effectiveness Period, without being succeeded immediately within a reasonable period by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) the Company suspends the use of the Prospectus forming a part of such Registration Statement for more than thirty (30) days in any period of 365 consecutive days if the Company suspends in reliance on its ability to do so due to the existence of a development that, in the good faith discretion of the Board, makes it appropriate to so suspend or which renders the Company unable to comply with the Commission requirements, or the Company suspends the use of the Prospectus forming a part of such Registration Statement for more than sixty (60) days in any period of 365 consecutive days for any other reason, or (v) during the Effectiveness Period, trading in the Common Stock shall be suspended or if the Common Stock is delisted from Nasdaq or any other securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "Exchange"), without immediately being listed on any other Exchange, for any reason for more than one three (13) Business Day, other than pursuant to Section 3(n), or (v) the conversion rights of the Holders are suspended for any reason without the consent of the particular Holder other than as set forth Days in the Certificate of Designationaggregate, or (vi) the Company has breached Section 3(n) of this Agreement (breaches in a material respect any such failure covenant or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period until the applicable Event has been cured other material term or until the Preferred Stock has been redeemed (whichever is earlier), which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not filed on or prior to the forty-fifth (45th) day following the Closing Date and maintained condition in the manner contemplated herein during the Effectiveness Period Transaction Documents (other than a representation or if warranty contained therein) or any other Event as described herein has occurred.agreement, document, certificate or other instrument delivered in