Common use of Non-Registration Events Clause in Contracts

Non-Registration Events. The Company and the Subscribers agree that the Seller will suffer damages if any registration statement required under Section 11.1(iv) above is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) is not filed on or before the Filing Date or is not declared effective on or before the sooner of the Effective Date, or within ten (10) business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) will not be reviewed, (ii) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iii) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty days or part thereof, of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to be made pursuant to this Section 11.4 shall be payable in cash and due and payable within ten (10) business days after the end of each thirty (30) day period or part thereof.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, or (C) the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effectivestatement) for a period of time which shall exceed 30 20 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), A) through (ii) and (iiiE) of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days or part thereofthereof during the pendency of such default, of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be made pursuant to this Section 11.4 shall be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, or (C) the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effectivestatement) for a period of time which shall exceed 30 20 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), A) through (ii) and (iiiE) of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days or part thereof, thereafter of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be made pursuant to this Section 11.4 shall be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days or part thereof, thereof of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to be made pursuant to this Section 11.4 shall be payable The Company must pay the Liquidated Damages in cash and due and payable or at the Company's election with registered shares of Common stock valued at the Conversion Price in effect on the first trading day of each thirty day or shorter period for which liquidated damages are payable. The Liquidated Damages must be paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act. The Company acknowledges that it is a Non-Registration Event if the Company does not have sufficient shares as required by this Agreement included in a Registration Statement prior to or after effectiveness of the Registration Statement.

Non-Registration Events. The Company and the Subscribers agree agrees that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 sixty (60) days after written request and declared effective by the Commission within 120 one hundred eighty (180) days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) is not filed on or before the Filing Date or is not declared effective on or before the sooner of the Effective Date, or within ten (10) business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) will not be reviewed, (iiA) if the registration statement described in Sections Section 11.1(i) or 11.1(ii) is not filed within 60 sixty (60) days after such written request, or is not declared effective within 120 one hundred eighty (180) days after such written request, or (iiiB) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv11.1(ii) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within thirty (30) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 sixty (60) days in the aggregate per year or more than 20 consecutive days (defined as a every rolling period of 365 consecutive days commencing on the actual effective date the Registration Statement is declared effectiveof such registration statement) (each such event referred to in clauses (i), (ii) A and (iii) B of this Section 11.4 is referred to herein as a "“Non-Registration Event"”), then the Company shall deliver pay to the holder of Registrable Securities, as “Liquidated Damages”, an amount equal to two one percent (21%) for each thirty (30) days (or part thereof, such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price of the Notes remaining unconverted and (i) purchase price of the outstanding Preferred Stock and (ii) purchase price of the Conversion Shares and Warrant Shares issued upon conversion of the Notes Preferred Stock and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record Warrants held by such holder as of and during the pendency of such Non-Registration Event Subscribers which are subject to such Non-Registration Event. Payments ; provided, however that the Company shall not be required to be made pay any Liquidated Damages to any Subscriber pursuant to this Section 11.4 shall in excess of four percent (4%) of a Subscriber’s aggregate Purchase Price hereunder. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a registration statement but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without volume limitations or other restrictions pursuant to Section 144(b)(1)(i) of the 1933 Act. The Company may require, from time to time, information from a holder of the Securities that is necessary to complete the registration statement in accordance with the requirements of the 1933. In the event of the failure by such holder to comply with the Company’s request within fifteen (15) business days from the date of such request, the Company shall be permitted to exclude such holder from a registration statement without being subject to the payment of any amount of Liquidated Damages to such holder. At such time that such holder complies with the Company’s request, the Company shall use its reasonable best efforts to include such holder in the registration statement.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 thirty (30) days in the aggregate per year or more than 20 consecutive days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "NonNON-Registration EventREGISTRATION EVENT"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated DamagesLIQUIDATED DAMAGES, an amount equal to two percent (2%) for each thirty (30) days (or part thereof, such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price of the outstanding Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be made pursuant to this Section 11.4 shall be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non- Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree agrees that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by within sixty (60) days after the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 ninety (90) days after written request and declared effective by the Commission within 120 one hundred eighty (180 ) days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) the Registration Statement is not declared effective on or before the sooner of sixty (60) days after the Effective Date, (C) due to the intentional action or inaction of the Company the Registration Statement is not declared effective within ten five (105) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections Section 11.1(i) or 11.1(ii) is not filed within 60 ninety (90) days after such written request, or is not declared effective within 120 one hundred eighty (180) days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within thirty (30) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 sixty (60) days in the aggregate per year or more than 20 consecutive days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effectiveActual Effective Date) (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "“Non-Registration Event"”), then the Company shall deliver pay to the holder of Registrable Securities, as “Liquidated Damages”, an amount equal to two one percent (21%) for each thirty (30) days (or part thereof, such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price lesser of the Notes remaining unconverted and (i) purchase price of the outstanding Preferred Stock and (ii) purchase price of the Conversion Shares and Warrant Shares issued upon conversion of the Notes Preferred Stock and actually paid "Purchase Price" exercise (as defined in the Warrantsbut excluding cashless exercise) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record Warrants held by such holder as of and during the pendency of such Non-Registration Event Subscribers which are subject to such Non-Registration Event. Payments to be made pursuant to this Section 11.4 shall be payable The Company may pay the Liquidated Damages in cash and due and payable or securities. The Liquidated Damages must be paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to a registration statement must be responded to within twenty (20) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above, calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without volume limitations or other restrictions pursuant to Section 144(b)(1)(i) of the 1▇▇▇ ▇▇▇. The Company shall not be liable for Liquidated Damages under this Agreement as to any Registrable Securities which are not permitted by the Commission to be included in a Registration Statement due solely to Commission guidance from the time that it is determined that such Registrable Securities are not permitted to be registered until such time as the provisions of this Agreement as to the Registration Statements required to be filed hereunder are triggered, in which case the provisions of this Section 11.4 shall once again apply. In such case, the Liquidated Damages shall be calculated to only apply to the percentage of Registrable Securities which are permitted in accordance with Commission guidance to be included in such Registration Statement. The Company may require, from time to time, information by a holder of the Securities that is necessary to complete the Registration Statement in accordance with the requirements of the 1933. In the event of the failure by such holder to comply with the Company’s request within seven (7) business days from the date of such request, the Company shall be permitted to exclude such holder from a Registration Statement without being subject to the payment of any amount of Liquidated Damages to such holder. At such time that such holder complies with the Company’s request, the Company shall use its reasonable best efforts to include such holder in the Registration Statement.

Non-Registration Events. The Company and the Subscribers agree agrees that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 90 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) the Registration Statement is not declared effective on or before the sooner of the required Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections Section 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within twenty-five (25) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 forty (45) days in the aggregate per year or more than 20 consecutive days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effectiveActual Effective Date) (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the exercise price of the Warrants shall automatically be reduced to $0.05 per Warrant Share and the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two one percent (21%) for each thirty (30) days (or part thereof, such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price principal amount of the outstanding Notes remaining unconverted and purchase price of Conversion Shares and Warrant Shares issued upon conversion of the Notes and actually paid "Purchase Price" exercise (as defined in the Warrantsbut excluding cashless exercise) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record Warrants held by such holder as of and during the pendency of such Non-Registration Event Subscribers which are subject to such Non-Registration Event. Payments to The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be made pursuant to this Section 11.4 shall be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to a registration statement must be responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without restriction pursuant to Section 144(b)(1)(i) of the 1933 Act. To the extent that the registration of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the Commission pursuant to its authority with respect to Rule 415 and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the Commission (applied on a pro rata basis based on the total number of unregistered Registrable Securities held by each Seller), then the Liquidated Damages described in this Section 11.4 shall not be applicable to such Non-Registered Shares for so long as such Rule 415 related impediment is extant, however the aforedescribed reduction of the Warrant exercise price shall be applied.

Non-Registration Events. The Company and the Subscribers agree that the Seller will suffer damages if any registration statement required under Section 11.1(iv) above is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) is not filed on or before the Filing Date or is not declared effective on or before the sooner of the Effective Date, or within ten three (103) business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (ii) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iii) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty days or part thereof, thereof of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "“Purchase Price" ” (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to be made pursuant to this Section 11.4 shall be payable in cash and due and payable within ten (10) business days after the end of each thirty (30) day period or part thereof.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days or part thereof, thereof of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to be made pursuant to this Section 11.4 shall be payable The Company must pay the Liquidated Damages in cash and due and payable or at the Subscriber's election with shares of Common stock valued at one-half of the Conversion Price in effect on the first trading day of each thirty day or shorter period for which liquidated damages are payable. The Liquidated Damages must be paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller will suffer damages if any registration statement required under Section 11.1(iv10.1(iv) above is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i10.1(i) or 11.1(ii10.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the registration statement on Form SB-2 or such other form described in Section 11.1(iv10.1(iv) is not filed on or before the Filing Date or is not declared effective on or before the sooner of the Effective Date, or within ten (10) business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv10.1(iv) will not be reviewed, (ii) if the registration statement described in Sections 11.1(i10.1(i) or 11.1(ii101(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iii) any registration statement described in Sections 11.1(i10.1(i), 11.1(ii10.1(ii) or 11.1(iv10.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 11.4 10.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty days or part thereof, of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of valued at a purchase price equal to the WarrantsFinder’s Fee, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to be made pursuant to this Section 11.4 10.4 shall be payable in cash and due and payable within ten (10) business days after the end of each thirty (30) day period or part thereof.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Actual Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Actual Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within twenty (20) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 forty-five (45) days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days or part thereof, thereof of the Purchase Price Aggregate Principal Amount of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities Warrants owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments The Company must pay the Liquidated Damages in cash, or at the Company’s election, with Qualified Shares (as hereinafter defined) of the Common Stock valued at the Fixed Conversion Price, pari passu to each Subscriber. The Liquidated Damages must be made pursuant to this Section 11.4 shall be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be responded to within fifteenth (15) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act. As used herein the term “Qualified Shares” shall mean (i) registered shares, (ii) shares that can be resold under Rule 144 of the Securities Act without volume restriction or (iii) shares which can be resold under Rule 144, subject to the volume limitations specified in subsection (e) thereof. Qualified Shares delivered pursuant to sections (ii) and (iii) of the preceding sentence must be immediately resellable and transferable by the Subscriber without any additional holding period. Such Qualified Shares, when delivered to the Subscriber, must be accompanied by an opinion of Company’s counsel reasonably acceptable to Subscriber and the Company’s transfer agent that all such Qualified Shares are immediately resellable or transferable pursuant to Rule 144 of the 1933 Act, by each Subscriber who receives such Qualified Shares.

Non-Registration Events. The Company and the Subscribers agree agrees that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) the Registration Statement is not declared effective on or before the sooner of the required Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within twenty-five (25) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 forty (45) days in the aggregate per year or more than 20 consecutive days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effectiveActual Effective Date) (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two one percent (21%) for each thirty (30) days (or part thereof, such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price principal amount of the outstanding Notes remaining unconverted and purchase price of Shares and Warrant Shares issued upon conversion of the Notes and actually paid "Purchase Price" exercise (as defined in the Warrantsbut excluding cashless exercise) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record Warrants held by such holder as of and during the pendency of such Non-Registration Event Subscriber which are subject to such Non-Registration Event, subject to a cap of fifteen percent (15%) in the aggregate. Payments to The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be made pursuant to this Section 11.4 shall be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to a registration statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without restriction pursuant to Section 144(b)(1)(i) of the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree agrees that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 90 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) the Registration Statement is not declared effective on or before the sooner of the required Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 90 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within twenty-five (25) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 forty (45) days in the aggregate per year or more than 20 consecutive days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), A) through (ii) and (iiiE) of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days (or part thereof, such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price principal amount of the outstanding Notes remaining unconverted and purchase price of Shares and Warrant Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record Warrants held by such holder as of and during the pendency of such Non-Registration Event Subscriber which are subject to such Non-Registration Event. Payments to The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be made pursuant to this Section 11.4 shall be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made.

Non-Registration Events. The Company and the Subscribers agree that the Seller will suffer damages if any registration statement required under Section 11.1(iv10.1(iv) above is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) 10 is not filed within 60 45 days after written request as provided above and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) 10.1 is not filed on or before the Filing Date or is not declared effective on or before the sooner of the Effective Date, or within ten five (105) business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) 10.1 will not be reviewed, (ii) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iii) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) 10.1 is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 three hundred and sixty-five days commencing on the date the Registration Statement is declared effective) or more than twenty (20) consecutive days (each such event referred to in clauses (i), (ii) and (iii) of this Section 11.4 10.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Registerable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days or part thereof, of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "original Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Registerable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to be made pursuant to this Section 11.4 10.4 shall be due and payable in cash and due and payable or in shares of Common Stock which have been included in the Registration Statement within ten (10) business days after the end of each thirty (30) 30 day period or part thereof. For purposes hereof, any shares of Common Stock issued to a Subscriber in payment of a penalty or as a Liquidated Damage payment, shall be valued at the average closing price of the Company's Common Stock for the 10 trading days ending one day prior to the Effective Date of the Registration Statement; provided however, in the event that the Registration Statement is not declared effective, the value of the shares shall be deemed to be $0.14 per share.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, or (C) the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effectivestatement) for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "“Non-Registration Event"”), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days or part thereof, thereafter of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments The Company must pay the Liquidated Damages in cash or an amount equal to be made pursuant to this Section 11.4 two hundred percent of such cash Liquidated Damages if paid in additional shares of registered unlegended free-trading shares of Common Stock. Such Common Stock shall be payable valued at the Conversion Price in cash and due and payable affect on each thirtieth (30th) day or shorter period for which Liquidated Damages are payable. The Liquidated Damages must be paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral and written comments received from the Commission relating to the Registration Statement must be responded to within ten (10) business days and accounting comments must be responded to within twenty (20) business days. Failure to timely respond is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue or be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller will suffer damages if any registration statement required under Section 11.1(iv) above is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) is not filed on or before the Filing Date or is not declared effective on or before the sooner of the Effective Date, or within ten (10) business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) will not be reviewed, (ii) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iii) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty days or part thereof, of the Purchase Price of the Notes remaining unconverted and purchase price of attributable to Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, during the pendency of such Non-Registration Event, for the Registrable Securities owned of record by such holder as of and during or subsequent to the pendency occurrence of such Non-Registration Event which are subject to such Non-Registration Event. Payments to be made pursuant to this Section 11.4 shall be payable in cash and due and payable within ten (10) business days after the end of each thirty (30) day period or part thereof.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, or (C) the Registration Statement is not declared effective within ten five (105) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent one and one-half (21-1/2%) for each thirty (30) days or part thereof, thereafter of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to The Liquidated Damages may be made pursuant to this Section 11.4 shall be payable paid at the Company's option in cash and due and payable or with registered Common Stock valued at the average of the closing bid prices of the Common Stock as reported by Bloomberg L.P. for the Principal Market for the last five trading days of each thirty day or shorter period for which Liquidated Damages are payable. The Liquidated Damages must be paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within seven (7) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 90 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten (10) 3 business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 90 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within 15 business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), A) through (ii) and (iiiE) of this Section 11.4 is referred to herein as a "“Non-Registration Event"”), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (22.0%) for each thirty 30 days or part thereof, thereof of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments Liquidated Damages payable in connection with a Non-Registration Event described in clause (B) above shall accrue from the 90th calendar day after the Closing Date. The Company must pay the Liquidated Damages in cash, except that the Subscriber may elect that such Liquidated Damages to be made pursuant to this Section 11.4 shall paid with shares of Common Stock with such shares valued at sixty percent (60%) of the Conversion Price in effect on each thirtieth day or sooner date upon which Liquidated Damages have accrued. The Liquidated Damages must be payable in cash and due and payable paid within ten (10) business 10 days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within 30 days in connection with the initial filing of the Registration Statement and within 10 days in connection with amendments to the Registration Statement after receipt of such comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 thirty (30) days in the aggregate per year or more than 20 consecutive days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), A) through (ii) and (iiiE) of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for the first thirty (30) days of such Non-Registration Event and one percent (1%) for each thirty (30) days or part thereof, (in each case such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of outstanding Notes. The Company must pay the Notes and actually Liquidated Damages in cash. The Liquidated Damages must be paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to be made pursuant to this Section 11.4 shall be payable in cash and due and payable within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to the Registration Statement must be reasonably responded to within twenty (20) days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree agrees that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 90 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) the Registration Statement is not declared effective on or before the sooner of the required Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 90 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within twenty-five (25) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 forty (45) days in the aggregate per year or more than 20 consecutive days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), A) through (ii) and (iiiE) of this Section 11.4 is referred to herein as a "" Non-Registration EventEvent "), then the Company shall deliver to the holder of Registrable Securities, as Liquidated DamagesDamages , an amount equal to two one and one-half percent (21.5%) for each thirty (30) days (or part thereof, such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price principal amount of the outstanding Notes remaining unconverted and purchase price of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, and Warrant Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record Warrants held by such holder as of and during the pendency of such Non-Registration Event Subscriber which are subject to such Non-Registration Event. Payments to The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be made pursuant to this Section 11.4 shall be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 thirty (30) days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days or part thereof, thereof of the Purchase Price Aggregate Principal Amount of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities Warrants owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be made pursuant to this Section 11.4 shall be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, or (C) the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effectivestatement) for a period of time which shall exceed 30 20 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), A) through (ii) and (iiiE) of this Section 11.4 is referred to herein as a "“Non-Registration Event"”), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days or part thereof, thereafter of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be made pursuant to this Section 11.4 shall be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, or (C) the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effectivestatement) for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days or part thereof, thereafter of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments The Company must pay the Liquidated Damages in cash or an amount equal to be made pursuant to this Section 11.4 two hundred percent of such cash Liquidated Damages if paid in additional shares of registered unlegended free-trading shares of Common Stock. Such Common Stock shall be payable in cash and due and payable valued at a per share value equal to 80% of the average of the five (5) lowest closing bid prices of the Common Stock as reported by Bloomberg L.P. for the twenty (20) trading days preceding the first day of each thirty (30) day or shorter period for which Liquidated Damages are payable. The Liquidated Damages must be paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written and accounting comments received from the Commission relating to the Registration Statement must be responded to within ten (10) business days. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, or (C) the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effectivestatement) for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days or part thereof, thereafter of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to be made pursuant to this Section 11.4 shall be payable The Company must pay the Liquidated Damages in cash and due and payable unless the Subscriber elects to convert the Liquidated Damages into Common Stock. In such event the Liquidated Damages will be paid in Common Stock valued at a per share price equal to fifty percent (50%) of the average of the three lowest intraday trading prices reported for the Principal Market by Bloomberg L.P. for the twenty trading days preceding the first day of each thirty day or shorter period for which Liquidated Damages are payable. The holder of Common Stock issued in payment of Liquidated Damages is granted the registration rights set forth in Section 11.1(ii) above. The Liquidated Damages must be paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 180 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company, the Registration Statement is not declared effective within ten (10) 3 business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within 15 business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), A) through (ii) and (iiiD) of this Section 11.4 is referred to herein as a "“Non-Registration Event"”), then the Company shall deliver to the holder of Registrable Securities, as liquidated damages (“Liquidated Damages”), an amount equal to two percent one and one-half (21.5%) for each thirty 30 days or part thereof, thereof of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments Liquidated Damages payable in connection with a Non-Registration Event described in clause (B) above shall accrue from the 90th calendar day after the Closing Date. The Company must pay the Liquidated Damages in cash, except that the Subscriber may elect that such Liquidated Damages to be made pursuant to this Section 11.4 shall paid with shares of Common Stock with such shares valued at sixty percent (60%) of the Conversion Price in effect on each thirtieth day or sooner date upon which Liquidated Damages have accrued. The Liquidated Damages must be payable in cash and due and payable paid within ten (10) business 10 days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be adequately responded to within 30 days in connection with the initial filing of the Registration Statement and within 10 business days in connection with amendments to the Registration Statement after receipt of such comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will neither accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 thirty (30) days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "“Non-Registration Event"”), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days or part thereof, thereof of the Purchase Price Aggregate Principal Amount of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities Warrants owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to be made pursuant to this Section 11.4 shall be payable The Company must pay the Liquidated Damages in cash and due and payable on the first trading day of each thirty day or shorter period for which liquidated damages are payable. The Liquidated Damages must be paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i11.1(iv) or 11.1(ii11.1(v) is not filed within 60 90 days after written request and declared effective by the Commission within 120 150 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) is not filed on or before the Filing Date or any Registration Statement is not declared effective on or before the sooner required Effective Date (notwithstanding the use by the Company of its best efforts to procure such effectiveness), (B) due to the action or inaction of the Effective Date, or Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiC) if the registration statement described in Sections 11.1(i11.1(iv) or 11.1(ii11.1(v) is not filed within 60 90 days after such written request, or is not declared effective within 120 150 days after such written request, or (iiiD) any registration statement described in Sections Section 11.1(i), 11.1(ii11.1(iv) or 11.1(iv11.1(v) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate two periods per year or more than 20 consecutive days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effectiveActual Effective Date) of twenty (20) consecutive days (each such event referred to in clauses (i), (ii) and (iii) A through D of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two one percent (21%) for each thirty days or part thereof, of the Purchase Price principal amount of the outstanding Notes remaining unconverted and purchase price of Shares and Warrant Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record Warrants held by such holder as of and during the pendency of such Non-Registration Event Subscriber which are subject to such Non-Registration EventEvent for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) up to but not exceeding 18% of such sum in the aggregate. Payments to be made pursuant to In no event whatsoever shall the amount of such Liquidated Damages exceed such 18% cap in the aggregate, nor shall liquidated damages accrue simultaneously under Clauses A, B, C and D of this Section 11.4 for the same Non-Registration Event (that is, there shall be payable no double-penalty for the same circumstances as to which a penalty has been applied for breach of one of those clauses). The Company must pay the Liquidated Damages in cash and due and payable or, at the Company’s election, in Common Stock of the Company valued, for such purposes, as hereinafter set forth. The Liquidated Damages must be paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to by the Company as promptly as is reasonably practicable after receipt of comments from the Commission. Notwithstanding anything to the contrary contained in this Subscription Agreement or any other Transaction Document, the remedies set forth in this Section 11.4 shall be the exclusive remedies for breach of Sections 11.1 through 11.4 of this Subscription Agreement. (a) For purposes of the issuance of shares of the Company’s Common Stock in payment of any Liquidated Damages pursuant to this Section 11.4, the issuance of such shares of Common Stock shall be valued at the average of the per share Market Price for the ten Trading Day period immediately preceding the date of such issuance. (b) As used herein, "Market Price" means, with respect to any applicable security as of any applicable date, (i) the last closing bid price of such security on whichever national securities exchange or trading market (including, without limitation, the Nasdaq and the OTC Bulletin Board) is the principal trading market where such security is listed by the Company for trading (the "Principal Market"), as reported by Bloomberg, or (ii) if the Principal Market should operate on an extended hours basis and does not designate the closing bid price, then the last bid price of such security prior to the commencement of extended trading hours on the applicable date, but in no event later than 4:30:00 p.m., New York local time, as reported by Bloomberg, or (iii) if no last bid price is reported for such security by Bloomberg, the average of the bid prices, on the one hand, and the ask prices, on the other hand, of all market makers for such security as reported in the "pink sheets" by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). The applicable trading market for such calculation, whether it is the Principal Market or the "pink sheets", is hereafter referred to as the "Trading Market". The Company shall make all determinations pursuant to this paragraph in good faith. In the absence of any available public quotations for the Common Stock, the Board of Directors of the Company shall determine in good faith the fair value of the Common Stock, which determination shall be set forth in a certificate by the Secretary of the Company. As used herein, "Trading Day" means a day on which the principal Trading Market with respect to the Common Stock is open for the transaction of business.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 thirty (30) days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days or part thereof, (on a prorated basis for partial periods) of the Purchase Price Aggregate Principal Amount of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities Warrants owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be made pursuant to this Section 11.4 shall be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or part thereof.thirty

Non-Registration Events. The Company and the Subscribers agree that the Seller will suffer damages if any registration statement required under Section 11.1(iv) above is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) is not filed on or before the Filing Date or is not declared effective on or before the sooner of the Effective Date, or within ten three (103) business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (ii) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iii) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty days or part thereof, thereof of the Purchase Price Principal Amount of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "“Purchase Price" ” (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to be made pursuant to this Section 11.4 shall be payable in cash and due and payable within ten (10) business days after the end of each thirty (30) day period or part thereof.

Non-Registration Events. The Company and the Subscribers agree that the Seller will suffer damages if any registration statement required under Section 11.1(iv) above is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) is not filed on or before the Filing Date or is not declared effective on or before the sooner of the Effective Date, or within ten (10) business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) will not be reviewed, (ii) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iii) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 60 days in the aggregate per year or more than 20 22 consecutive business days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 11.4 is referred to herein as a "“Non-Registration Event"”), then the Company shall deliver to the holder of Registrable Securitiesthe Shares, as Liquidated Damages, an amount equal to two percent (2%) to: for each the first thirty days or part thereof, one and one-half (1.50%) percent; for the thirty-first day through the sixtieth day or part thereof, two and one-half (2.50%) percent; for the sixty-first day through the ninetieth day or part thereof, three (3.00%) percent; and for the ninety-first day and each of the 30 day periods or parts thereof thereafter, three and one-half (3.50%) percent, of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued purchased hereby or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during subsequent to the pendency occurrence of such Non-Registration Event which are subject Event. The Company may, at the Company’s election, pay the Liquidated Damages in cash or by delivery of free trading shares of Common Stock. If the Company elects to pay the Liquidated Damages by delivering free trading shares of Common Stock, such Non-Registration Eventshares of Common stock will be valued at the closing price of the Common Stock on the Principal Market as of the trading day immediately before demand for payment of Liquidated Damages is made by Subscriber. Payments to be made pursuant to this Section 11.4 shall be payable in cash and due and payable within ten (10) business days after demand. In the end of each event the registration statement for the Shares described in Section 11.1(iv) is declared effective within thirty (30) days of the Effective Date, then Liquidated Damages will not be payable for the thirty day period commencing on the Effective Date. The Company and the Subscribers agree that there shall be no Liquidated Damages or part thereofother damages paid for the Company’s failure to register the Warrant Shares.

Non-Registration Events. The Company and the Subscribers agree that the Seller will suffer damages if any registration statement required under Section 11.1(iv) above is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) is not filed on or before the Filing Date or is not declared effective on or before the sooner of the Effective Date, or within ten (10) business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) will not be reviewed, (ii) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iii) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 60 days in the aggregate per year or more than 20 22 consecutive business days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 11.4 is referred to herein as a "“Non-Registration Event"”), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one percent (1%) for the first thirty days or part thereof, and two percent (2%) for each thirty days thereafter, or part thereof, of the (i) Purchase Price of the Notes remaining unconverted Shares; and purchase price of Shares issued upon conversion of the Notes and (ii) actually paid "“Purchase Price" ” (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for each thirty (30) days or part thereof during the pendency of such Non-Registration Event, for the Registrable Securities owned of record by such holder as of and during or subsequent to the pendency occurrence of such Non-Registration Event which are subject Event. The Company may, at the Company’s election, pay the Liquidated Damages in cash or by delivery of free trading shares of Common Stock. If the Company elects to pay the Liquidated Damages by delivering free trading shares of Common Stock, such Non-Registration Eventshares of Common stock will be valued at the closing price of the Common Stock on the Principal Market as of the trading day immediately before demand for payment of Liquidated Damagesis made by Subscriber. Payments to be made pursuant to this Section 11.4 shall be payable in cash and due and payable within ten (10) business days after demand. In the end of each event the registration statement described in Section 11.1(iv) is declared effective within thirty (30) days of the Effective Date, then Liquidated Damages will not be payable for the thirty day period or part thereofcommencing on the Effective Date.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i10.1(i) or 11.1(ii10.1(ii) is not filed within 60 30 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i10.1(i) or 11.1(ii10.1(ii) is not filed within 60 45 days after such written request, or is not declared effective within 120 150 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i10.1(i), 11.1(ii10.1(ii) or 11.1(iv10.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 20 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), A) through (ii) and (iiiE) of this Section 11.4 10.4 is referred to herein as a "“Non-Registration Event"”), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two one and one half percent (21.5%) for each thirty (30) days or part thereof, thereof of the Purchase Price of the Notes Preferred Stock remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" Obligation Amount (as defined in the WarrantsCertificate of Designation) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be made pursuant to this Section 11.4 shall be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 10.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 10.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 140 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 thirty (30) days in the aggregate per year or more than 20 consecutive days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), A) through (ii) and (iiiE) of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days (or part thereof, such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price principal amount of the outstanding Notes, provided, however, that the maximum to be paid by the Company to each Subscriber as Liquidated Damages under this section is fifteen percent (15%) of the principal amount of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration EventSubscriber on the Closing Date. Payments The Company must pay the Liquidated Damages in cash. The Company may pay the Liquidated Damages, at the Company’s election, with registered shares of Common Stock valued at the lowest conversion price in effect from the first day such Liquidated Damages began to accrue until such Liquidated Damages are paid. The Liquidated Damages must be made pursuant to this Section 11.4 shall be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to the Registration Statement must be reasonably responded to within ten (10) days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4, nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 45 days after written request and declared effective by the Commission within 120 150 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 45 days after such written request, or is not declared effective within 120 150 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 20 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), A) through (ii) and (iiiE) of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days or part thereof, thereof of the Purchase Price of the Notes Preferred Stock remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" Obligation Amount (as defined in the WarrantsCertificate of Designation) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to The Company must pay the Liquidated Damages in cash.. The Liquidated Damages must be made pursuant to this Section 11.4 shall be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers Subscriber agree that the Seller will suffer damages if any registration statement covering the Registrable Securities and required under Section 11.1(iv10.1(a) or 10.1(b) above is not filed within 30 days after written request by the Filing Date Seller and not declared effective by the Commission by within 90 days after such request (or the Filing Date and Effective Date, and any registration statement required under respectively, in reference to the Registration Statement on Form S-1 or such other form described in Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request10.1(c)), and maintained in the manner and within the time periods contemplated by Section 11 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Section 10.1(a) or 10.1(b) and covering the Registrable Securities is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 S-1 or such other form described in Section 11.1(iv10.1(c) and covering the Registrable Securities is not filed on or before the Filing Date or is not declared effective on or before the sooner of the Effective Date, or within ten (10) business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv10.1(c) will not be reviewed, (ii) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iii) any registration statement described in Sections 11.1(iSection 10.1(a), 11.1(ii10.1(b) or 11.1(iv10.1(c) and covering the Registrable Securities is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year or but not more than 20 consecutive calendar days ("year" being defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 11.4 10.4 is referred to herein as a "Non-Registration Event"), then then, for so long as such Non-Registration Event shall continue, the Company shall deliver to pay, at the holder of Registrable SecuritiesSubscriber's option, in cash or stock at the applicable Conversion Price, as Liquidated Damages, Damages to each holder of any Registrable Securities an amount equal to two percent (2%) percent per month or pro rata part thereof for each thirty days month or part thereof, of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and thereof thereafter during the pendency of such Non-Registration Event which are subject Event, of the principal of the Notes issued in the Initial Offering and principal and interest of the Notes converted into Shares, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 11.4 10.4 shall be payable in cash and due and payable within ten (10) business days after demand in immediately available funds. In the end event a Mandatory Redemption Payment is demanded by the Subscriber pursuant to Section 9.2 of each thirty (30) day period or part thereofthis Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Subscriber receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 120% of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale in an effective registration statement.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 thirty (30) days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "“Non-Registration Event"”), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days or part thereof, thereof of the Purchase Price Aggregate Principal Amount of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities Warrants owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to be made pursuant to this Section 11.4 shall be payable The Company must pay the Liquidated Damages in cash and due and payable or provided delivery is timely, at the Company’s election, with registered shares of Common stock valued at the Conversion Price in effect on the first trading day of each thirty day or shorter period for which liquidated damages are payable. The Liquidated Damages must be paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(d) or Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, or (C) the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days or part thereof, thereafter of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be made pursuant to this Section 11.4 shall be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers Subscriber agree that the Seller will suffer damages if any registration statement required under Section 11.1(iv10.1(i) or 10.1(ii) above is not filed within 30 days after written request by the Filing Date Holder and not declared effective by the Commission by within 90 days after such request [or the Filing Date and Effective Date, and any registration statement required under respectively, in reference to the Registration Statement on Form SB-2 or such other form described in Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request10.1(iv)], and maintained in the manner and within the time periods contemplated by Section 11 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 10.1(i) or 10.1(ii) is not filed within 30 days of such written request, or is not declared effective by the Commission on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 11.1(iv10.1(iv) is not filed on or before the Filing Date or is not declared effective on or before the sooner of the Effective Date, or within ten (10) five business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv10.1(iv) will not be reviewed, (ii) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iii) any registration statement described in Sections 11.1(i10.1(i), 11.1(ii10.1(ii) or 11.1(iv10.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year or but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 11.4 10.4 is referred to herein as a "Non-Registration Event"), then then, for so long as such Non-Registration Event shall continue, the Company shall deliver to pay, at the holder of Registrable SecuritiesSubscriber's option, in cash or stock at the applicable Conversion Price, as Liquidated Damages, Damages to each holder of any Registrable Securities an amount equal to two percent (2%) for each thirty days percent per month or part thereof, of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and thereof during the pendency of such Non-Registration Event which are subject Event, of the principal of the Notes issued in connection with the Offering, whether or not converted, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section 11.4 10.4 shall be payable in cash and due and payable within ten five (105) business days after demand in immediately available funds. In the end event a Mandatory Redemption Payment is demanded from the Company by the Holder pursuant to Section 9.2 of each thirty (30) day period or part thereofthis Subscription Agreement, then the Liquidated Damages described in this Section 10.4 shall no longer accrue on the portion of the Purchase Price underlying the Mandatory Redemption Payment, from and after the date the Holder receives the Mandatory Redemption Payment. It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 125% of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale in an effective registration statement.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 150 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or is not declared effective on or before the sooner of the Effective Date, or within ten three (103) business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (ii) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 150 days after such written request, or (iii) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within ten (10) business days by an additional effective replacement or amended registration statement filed and declared effectivestatement) for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses (i), (ii) and (iii) of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) $.067 for each thirty days or part thereof, day of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, whether or not such Warrants have been exercised in whole or in part, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to be made pursuant to this Section 11.4 shall be payable The Company must pay the Liquidated Damages in cash and due and payable within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, or (C) if the Registration Statement is not declared effective within ten five (105) business days of after receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effectivestatement) for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses (i), A) through (ii) and (iiiE) of this Section 11.4 is referred to herein as a "“Non-Registration Event"”), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days or part thereof, of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to be made pursuant to this Section 11.4 shall be payable The Company must pay the Liquidated Damages in cash which until paid will be convertible at the Subscriber’s election at the Conversion Price then in effect, and due and payable in the same manner as the Note. The Liquidated Damages must be paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. The Company must pay the Liquidated Damages in cash within ten (10) days after the end of each thirty (30) day period or shorter part for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. It shall be deemed a Non-Registration Event if at any time after the Actual Effective Date the Company has registered for unrestricted resale on behalf of the Subscriber fewer than 125% of the amount of Common Shares issuable upon full conversion of all sums due under the Notes and 100% of the Warrant Shares issuable upon exercise of the Warrants. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of the comments from the Commission. Failure to timely respond is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue or be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (ii) is not declared effective on or before the sooner of the Effective Date, or (iii) the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiiv) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiv) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effectivestatement) for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses (i), (ii), (iii), (iv) and (iiiv) of this Section 11.4 is referred to herein as a "“Non-Registration Event"”), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days or part thereof, thereafter of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments The Company must pay the Liquidated Damages, at the Company’s option, in cash or an amount equal to be made pursuant to this Section 11.4 two hundred percent of such cash Liquidated Damages if paid in additional shares of registered unlegended free-trading shares of Common Stock. Such Common Stock shall be payable in cash and due and payable valued at a per share value equal to 75% of the average of the five (5) lowest closing bid prices of the Common Stock as reported by Bloomberg L.P. for the twenty (20) trading days preceding the first day of each thirty (30) day or shorter period for which Liquidated Damages are payable. The Liquidated Damages must be paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written and accounting comments received from the Commission relating to the Registration Statement must be responded to within ten (10) business days. Failure to timely respond is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue or be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 thirty (30) days in the aggregate per year or more than 20 consecutive days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for the first day of such Non-Registration Event and two percent (2%) for each thirty (30) days (or part thereof, such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of outstanding Notes. The Company must pay the Notes and actually Liquidated Damages in cash. The Liquidated Damages must be paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to be made pursuant to this Section 11.4 shall be payable in cash and due and payable within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within twenty (20) days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act. The foregoing notwithstanding, in the event Liquidated Damages would accrue under this Section 11.4 exclusively and as a direct result of the Company’s withdrawal from a timely filed Registration Statement of up to one-half of the Registrable Securities as a result of or pursuant to the application by the Commission of Rule 415 under the 1933 Act, then the Liquidated Damages on such withdrawn Registrable Securities (“Withdrawn Registrable Securities”) shall accrue at one-half of the rate set forth above and such Non-Registration Event in relation to such Withdrawn Registrable Securities shall not be an Event of Default under the Note (“Rule 415 Waiver”). Nevertheless, the registration of the Withdrawn Registrable Securities shall take precedence over the registration of any other securities of the Company including the Common Stock described on Schedule 11.1. The Company must use its best efforts to obtain the registration of the Withdrawn Registrable Securities as soon as permitted by the Commission. Failure to do so shall be a Non-Registration Event for which Liquidated Damages will accrue at the higher rate set forth above.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 thirty (30) days in the aggregate per year or more than 20 consecutive days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two one percent (21%) for each thirty (30) days (or part thereof, such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price of the outstanding Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be made pursuant to this Section 11.4 shall be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, provided the Company has failed to reasonably and adequately respond to all oral or written comments made by the Commission as they relate to the Registration Statement, within ten (10) business days of the receipt by the Company or its counsel of such comments, (C) the Registration Statement is not declared effective within three (3) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effectivestatement) for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) or more than 20 consecutive days, or (F) failure to file the Other Registration Statement within five days after the effectiveness of the registration statement to be filed in February, 2005 (each such event referred to in clauses (i), (ii) and (iii) A through F of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days or part thereofon a daily, pro rata basis, of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments The Company must pay the Liquidated Damages in cash or an amount equal to be made pursuant to this Section 11.4 two hundred percent of such cash Liquidated Damages if paid in additional shares of registered unlegended free-trading shares of Common Stock. Such Common Stock shall be payable valued at the Conversion Price in cash and due and payable effect on each thirty (30) day or shorter period for which Liquidated Damages are payable. The Liquidated Damages must be paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written and accounting comments received from the Commission relating to the Registration Statement must be responded to within thirty (30) days. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, or (C) the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effectivestatement) for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days or part thereof, thereafter of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments The Company must pay the Liquidated Damages in cash or an amount equal to be made pursuant to this Section 11.4 two hundred percent of such cash Liquidated Damages if paid in additional shares of registered unlegended free-trading shares of Common Stock. Such Common Stock shall be payable in cash and due and payable valued at a per share value equal to eighty percent (80%) of the average of the five (5) lowest closing bid prices of the Common Stock as reported by Bloomberg L.P. for the twenty (20) trading days preceding the first day of each thirty (30) day or shorter period for which Liquidated Damages are payable. The Liquidated Damages must be paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written and accounting comments received from the Commission relating to the Registration Statement must be responded to within ten (10) business days. Failure to timely respond is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue or be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree agrees that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) the Registration Statement is not declared effective on or before the sooner of the required Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten (10) business five days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections Section 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within twenty-two (22) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 forty (45) days in the aggregate per year or more than 20 consecutive days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effectiveActual Effective Date) (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "“Non-Registration Event"”), then the Company shall deliver pay to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two one and one-half percent (21.5%) for each thirty (30) days (or part thereof, such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price principal amount of the outstanding Notes remaining unconverted and purchase price of Conversion Shares and Warrant Shares issued upon conversion of the Notes and actually paid "Purchase Price" exercise (as defined in the Warrantsbut excluding cashless exercise) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record Warrants held by such holder as of and during the pendency of such Non-Registration Event Subscribers which are subject to such Non-Registration Event, up to a maximum of fifteen percent (15%). Payments to The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be made pursuant to this Section 11.4 shall be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to a registration statement must be responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without volume limitations or other restrictions pursuant to Section 144(b)(1)(i) of the ▇▇▇▇ ▇▇▇. The Company shall not be liable for Liquidated Damages under this Agreement as to any Registrable Securities which are not permitted by the Commission to be included in a Registration Statement due solely to SEC guidance from the time that it is determined that such Registrable Securities are not permitted to be registered until such time as the provisions of this Agreement as to the Registration Statements required to be filed hereunder are triggered, in which case the provisions of this Section 11.4 shall once again apply. In such case, the Liquidated Damages shall be calculated to only apply to the percentage of Registrable Securities which are permitted in accordance with SEC guidance to be included in such Registration Statement. The Company may require, from time to time, information by a shareholder that is necessary to complete the Registration Statement in accordance with the requirements of the Securities Act. In the event of the failure by such shareholder to comply with the Company’s request within fifteen (15) days from the date of such request, the Company shall be permitted to exclude such shareholder from a Registration Statement, without being subject to the payment of Liquidated Damages to such shareholder. At such time that such shareholder complies with the Company’s request the Company shall use its best efforts to include such shareholder on the Registration Statement.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten (10) 3 business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within 15 business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), A) through (ii) and (iiiE) of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty 30 days or part thereof, thereof of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments Notwithstanding anything to be made pursuant to the contrary in this Section 11.4 shall section, a maximum of four percent (4%) liquidated damages will be payable in cash and due and payable connection with the Non-Registration Event described in this Section 11.4. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) business 10 days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. The Company shall use its best reasonable efforts to respond to all oral or written comments received from the Commission relating to the Registration Statement within 15 days in connection with the initial filing of the Registration Statement and within 10 days in connection with amendments to the Registration Statement after receipt of such comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller will suffer damages if any registration statement required under Section 11.1(iv) above is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the registration statement Registration Statement on Form SB-2 F-1 or such other form described in Section 11.1(iv) is not filed on or before the Filing Date or is not declared effective on or before the sooner of the Effective Date, or within ten (10) business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) will not be reviewed, (ii) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iii) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) or during which the Company suspends the use of the Registration Statement for a period of time which shall exceed 30 thirty (30) days in the aggregate per year or more than 20 fifteen (15) consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty days or part thereof, thereof of the greater of the (i) market value based on the average of the Closing Prices, or (ii) Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of the Warrant Shares issued Shares, for each thirty (30) days or issuable upon actual exercise part thereof during the pendency of the Warrantssuch Non-Registration Event, for the Registrable Securities owned of record by such holder as of and during or subsequent to the pendency occurrence of such Non-Registration Event which are subject to during each such thirty (30) day period or part thereof. The Liquidated Damages that accrue during the initial thirty (30) days of a Non-Registration EventEvent related to the Effective Date shall be waived, provided such default is cured within thirty (30) days of the Effective Date. Payments to be made pursuant to this Section 11.4 shall be payable in cash and due and payable within ten (10) business days after the end of each thirty (30) day period or part thereof. A registration that is filed but withdrawn prior to being declared effective shall be deemed not to have been filed for purposes of this Section 11.4.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (ii) is not declared effective on or before the sooner of the Effective Date, or (iii) the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiiv) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiv) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effectivestatement) for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses (i), (ii), (iii), (iv) and (iiiv) of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days or part thereof, thereafter of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to be made pursuant to this Section 11.4 shall be Liquidated Damages payable in connection with an Effective Date related Non- Registration Event described in Section 11.4(ii) above will be waived if the Actual Effective Date occurs within eleven (11) days after the Effective Date. The Company must pay the Liquidated Damages in cash and due and payable within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written and accounting comments received from the Commission relating to the Registration Statement must be responded to within ten (10) business days. Failure to timely respond is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue or be payable pursuant to this Section 11.4 nor will a Non- Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers Subscriber agree that the Seller will suffer damages if any registration statement required under Section 11.1(iv) above is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) 11.1 is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) is not filed on or before the Filing Date or is not declared effective on or before the sooner of the Effective Date, or within ten (10) business days of receipt by the Company of a written or oral communication from the Commission that if the registration statement described in Section 11.1(iv) will not be reviewed, (ii) if the registration statement described in Sections 11.1(i) or 11.1(ii) 11.1 is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiii) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) Section 11.1 is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iiiii) of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one percent (1%) for the first thirty days or part thereof, and two percent (2%) for each thirty days or part thereofthereof thereafter, of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Finder's Fee Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to be made pursuant to this Section 11.4 shall be payable in cash and due and payable within ten (10) business days after the end of each thirty (30) day period or part thereof.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 150 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 150 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within thirty (30) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), A) through (ii) and (iiiE) of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days or part thereof, thereof of the Purchase Price of the Notes Preferred Stock remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities Obligation Amount owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to The Company must pay the Liquidated Damages in cash, except that the Company may pay such Liquidated Damages with registered shares of Common stock at a time when an Event of Default is not pending with such shares valued at fifty percent (50%) of the Conversion Price in effect on each thirtieth day or sooner date upon which Liquidated Damages have accrued. The Liquidated Damages must be made pursuant to this Section 11.4 shall be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within a timely manner after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree agrees that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 90 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) the Registration Statement is not declared effective on or before the sooner of the required Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections Section 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is 11.1(iv)is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within twenty-five (25) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 forty (45) days in the aggregate per year or more than 20 consecutive days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effectiveActual Effective Date) (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two one percent (21%) for each thirty (30) days (or part thereof, such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price principal amount of the outstanding Notes remaining unconverted and purchase price of Conversion Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record held by such holder as of and during the pendency of such Non-Registration Event Subscribers which are subject to such Non-Registration Event. Payments to The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be made pursuant to this Section 11.4 shall be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to a registration statement must be responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without restriction pursuant to Section 144(b)(1)(i) of the ▇▇▇▇ ▇▇▇.▇▇ the extent that the registration of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the Commission pursuant to its authority with respect to Rule 415 and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the Commission (applied on a pro rata basis based on the total number of unregistered Registrable Securities held by each Seller), then the Liquidated Damages described in this Section 11.4 shall not be applicable to such Non-Registered Shares for so long as such Rule 415 related impediment is extant.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) is not any Registration Statement filed on or before by the Filing Date or is not declared effective on or before the sooner of the required Effective Date, (B) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiC) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiD) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within forty (40) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 sixty (60) days in the aggregate per year or more than 20 consecutive days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), (ii) and (iii) A through D of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days (or part thereof, such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price principal amount of the outstanding Notes remaining unconverted and purchase price of Shares and Warrant Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record Warrants held by such holder as of and during the pendency of such Non-Registration Event Subscriber which are subject to such Non-Registration Event. Payments to The Company must pay the Liquidated Damages in cash, or at the Company’s election, with registered shares of the Common Stock valued at 75% of the average of the closing bid prices of the Common Stock for the five trading days preceding such payment. The Liquidated Damages must be made pursuant to this Section 11.4 shall be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made.

Non-Registration Events. The Company and the Subscribers agree that the Seller will suffer damages if any registration statement required under Section 11.1(iv) above is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i17.1(a) or 11.1(ii17.1(b) is not filed within 60 75 days after written request and declared effective by the Commission within 120 150 days after such request, and maintained in the manner and within the time periods contemplated by this Section 11 hereof17, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) is not filed on or before the Filing Date or is not declared effective on or before the sooner of the Effective Date, or within ten (10) business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) will not be reviewed, (ii) if the registration statement described in Sections 11.1(i17.1(a) or 11.1(ii17.1(b) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiii) any registration statement described in Sections 11.1(i), 11.1(ii17.1(a) or 11.1(iv17.1(b) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iiiii) of this Section 11.4 17.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one percent (1%) for the first thirty days or part thereof, and two percent (2%) for each thirty days or part thereofthereof thereafter, of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "“Purchase Price" ” (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of and Finder’s Shares valued at a purchase price equal to the WarrantsFinder’s Fee, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to be made pursuant to this Section 11.4 17.4 shall be payable in cash and due and payable within ten (10) business days after the end of each thirty (30) day period or part thereof.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 thirty (30) days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days or part thereof, thereof of the Purchase Price Aggregate Principal Amount of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities Warrants owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to be made pursuant to this Section 11.4 shall be payable The Company must pay the Liquidated Damages in cash and due and payable on the first trading day of each thirty day or shorter period for which liquidated damages are payable. The Liquidated Damages must be paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(d) or Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 sixty (60) calendar days after written request and declared effective by the Commission within 120 days after such requestrequest or, if later, within 240 calendar days after the Initial Closing Date with respect to any registration statement required under Section 11.1(ii), and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments which time will be reasonably extended if the Company is required to amend the Registration Statement to include additional financial statements, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 calendar days after such written requestrequest or, if later, within 240 calendar days after the Initial Closing Date with respect to any Registration Statement required under Section 11.1(ii), or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within twenty (20) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), A) through (ii) and (iiiE) of this Section 11.4 is referred to herein as a "“Non-Registration Event"”), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days or part thereof, thereof of the Purchase Price of the Notes Preferred Stock remaining unconverted and purchase conversion price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" Obligation Amount (as defined in the WarrantsCertificate of Designation) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event until such time as the Non-Registration Event is cured, provided, however that if (i) a delay in the filing or effectiveness of the Registration Statement under Section 11.1(iv), or any registration statement required under Section 11.1(i) or 11.1(ii), is caused solely due to circumstances outside the Company’s reasonable control, including, without limitation, as a result of comments from the Commission relating to Rule 415 under the 1933 Act, (ii) the Company has used commercially reasonable efforts to cure the event causing such delay, and (iii) with respect to a registration statement requested to be filed by holders of Registrable Securities pursuant to Sections 11.1(i) or 11.1(ii), such registration statement is declared effective no later than 270 calendar days after the written request of such holders, then such delay shall not be deemed a Non-Registration Event, and provided, further that if such delay in the filing or effectiveness of any registration statement required under Section 11.1(i), 11.1(ii) or 11.1(iv), is caused solely due to comments received by the Company from the Commission with respect to such registration statement, including, without limitation, comments relating to Rule 415 under the 1933 Act, then such delay shall not be deemed a Non-Registration Event. Payments to The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be made pursuant to this Section 11.4 shall be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within fifteen (15) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the material obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred under this Section 11 for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(b)(1) under the 1933 Act without restriction.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, or (C) the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effectivestatement) for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "“Non-Registration Event"”), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days or part thereof, thereafter of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments The Company must pay the Liquidated Damages in cash or an amount equal to be made pursuant to this Section 11.4 two hundred percent of such cash Liquidated Damages if paid in additional shares of registered unlegended free-trading shares of Common Stock. Such Common Stock shall be payable in cash and due and payable valued at a per share value equal to eighty-five percent (85%) of the average of the five (5) lowest closing bid prices of the Common Stock as reported by Bloomberg L.P. for the twenty (20) trading days preceding the first day of each thirty (30) day or shorter period for which Liquidated Damages are payable. The Liquidated Damages must be paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written and accounting comments received from the Commission relating to the Registration Statement must be responded to within fifteen (15) business days. Failure to timely respond to such comments from the Commission is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 thirty (30) days in the aggregate per year or more than 20 consecutive days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "NonNON-Registration EventREGISTRATION EVENT"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated DamagesLIQUIDATED DAMAGES, an amount equal to two percent (2%) for each thirty (30) days (or part thereof, such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price of the outstanding Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to The maximum aggregate cash Liquidated Damages payable by the Company as a result of one or more Non-Registration Events shall not exceed eighteen percent (18%) of the Note principal issued in the Offering. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be made pursuant to this Section 11.4 shall be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, or (C) the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effectivestatement) for a period of time which shall exceed 30 20 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), A) through (ii) and (iiiE) of this Section 11.4 is referred to herein as a "“Non-Registration Event"”), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days or part thereofthereof during the pendency of such default, of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be made pursuant to this Section 11.4 shall be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereof.thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act. In addition to any damages payable herein, if the Registration Statement is not filed by the Filing Date (as defined in Section 11.1(iv) of this Agreement), the exercise prices of the Class A and Class B Warrants issued July 29, 2005 and those issued in this Offering shall be reduced by $.10 for every week that transpires before which such Registration Statement is filed. (Subscription Agreement)

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, or (C) the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effectivestatement) for a period of time which shall exceed 30 20 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), A) through (ii) and (iiiE) of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two one percent (21%) for the first thirty (30) days or part thereof, and thereafter an amount equal to three percent (3%) for each thirty (30) days or part thereof, thereof of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to Liquidated Damages in connection with an Effective Date related Non-Registration Event will be made pursuant to this Section 11.4 shall waived if the Actual Effective Date occurs within sixty (60) days after the Effective Date. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within five (5) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i11.1(iv) or 11.1(ii11.1(v) is not filed within 60 90 days after written request and declared effective by the Commission within 120 150 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) is not filed on or before the Filing Date or any Registration Statement is not declared effective on or before the sooner required Effective Date (notwithstanding the use by the Company of its best efforts to procure such effectiveness), (B) due to the action or inaction of the Effective Date, or Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiC) if the registration statement described in Sections 11.1(i11.1(iv) or 11.1(ii11.1(v) is not filed within 60 90 days after such written request, or is not declared effective within 120 150 days after such written request, or (iiiD) any registration statement described in Sections Section 11.1(i), 11.1(ii11.1(iv) or 11.1(iv11.1(v) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate two periods per year or more than 20 consecutive days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effectiveActual Effective Date) of twenty (20) consecutive days (each such event referred to in clauses (i), (ii) and (iii) A through D of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two one percent (21%) for each thirty days or part thereof, of the Purchase Price principal amount of the outstanding Notes remaining unconverted and purchase price of Shares and Warrant Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of Warrants held by the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event Subscribers which are subject to such Non-Registration Event. Payments Event for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) up to but not exceeding 18% of such sum in the aggregate; provided, however, that Liquidated Damages shall not be payable by the Company after such time that the Registrable Securities are eligible to be made sold pursuant to Rule 144 under the 1933 Act without regard to volume limitations. In no event whatsoever shall the amount of such Liquidated Damages exceed such 18% cap in the aggregate, nor shall liquidated damages accrue simultaneously under Clauses A, B, C and D of this Section 11.4 for the same Non-Registration Event (that is, there shall be payable no double-penalty for the same circumstances as to which a penalty has been applied for breach of one of those clauses). The Company must pay the Liquidated Damages in cash and due and payable or, at the Company’s election, in Common Stock of the Company valued, for such purposes, as hereinafter set forth. The Liquidated Damages must be paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to by the Company as promptly as is reasonably practicable after receipt of comments from the Commission. Notwithstanding anything to the contrary contained in this Subscription Agreement or any other Transaction Document, the remedies set forth in this Section 11.4 shall be the exclusive remedies for breach of Sections 11.1 through 11.4 of this Subscription Agreement. (a) For purposes of the issuance of shares of the Company’s Common Stock in payment of any Liquidated Damages pursuant to this Section 11.4, the issuance of such shares of Common Stock shall be valued at the average of the per share Market Price for the ten Trading Day period immediately preceding the date of such issuance. (b) As used herein, "Market Price" means, with respect to any applicable security as of any applicable date, (i) the last closing bid price of such security on whichever national securities exchange or trading market (including, without limitation, the Nasdaq and the OTC Bulletin Board) is the principal trading market where such security is listed by the Company for trading (the "Principal Market"), as reported by Bloomberg, or (ii) if the Principal Market should operate on an extended hours basis and does not designate the closing bid price, then the last bid price of such security prior to the commencement of extended trading hours on the applicable date, but in no event later than 4:30:00 p.m., New York local time, as reported by Bloomberg, or (iii) if no last bid price is reported for such security by Bloomberg, the average of the bid prices, on the one hand, and the ask prices, on the other hand, of all market makers for such security as reported in the "pink sheets" by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). The applicable trading market for such calculation, whether it is the Principal Market or the "pink sheets", is hereafter referred to as the "Trading Market". The Company shall make all determinations pursuant to this paragraph in good faith. In the absence of any available public quotations for the Common Stock, the Board of Directors of the Company shall determine in good faith the fair value of the Common Stock, which determination shall be set forth in a certificate by the Secretary of the Company. As used herein, "Trading Day" means a day on which the principal Trading Market with respect to the Common Stock is open for the transaction of business.

Non-Registration Events. The Company and the Subscribers agree agrees that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 sixty (60) days after written request and declared effective by the Commission within 120 one hundred twenty (120) days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) the Registration Statement is not declared effective on or before the sooner of the required Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 sixty (60) days after such written request, or is not declared effective within 120 one hundred twenty (120) days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within twenty-five (25) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 forty-five (45) days in the aggregate per year or more than 20 consecutive days (defined as a every rolling period of 365 three hundred sixty-five (365) consecutive days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "“Non-Registration Event"”), then the Company shall deliver deliver, pari passu, to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) % for each thirty (30) days (or part thereof, such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price principal amount of the outstanding Notes remaining unconverted and purchase price of Shares and Warrant Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record Warrants held by such holder as of and during the pendency of such Non-Registration Event Subscriber which are subject to such Non-Registration Event. Payments to The Company may pay the Liquidated Damages in cash, or in registered shares of Common Stock valued at 75% of the average of the closing bid prices of the Common Stock for the five (5) trading days preceding such payment. The Liquidated Damages must be made pursuant to this Section 11.4 shall be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within fifteen (15) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, or (C) the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effectivestatement) for a period of time which shall exceed 30 20 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), A) through (ii) and (iiiE) of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days or part thereof, thereafter of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments The Company must pay the Liquidated Damages in cash or an amount equal to be made pursuant to this Section 11.4 two hundred percent (200%) of such cash Liquidated Damages if paid in additional Shares of registered unlegended free-trading Shares of Common Stock. Such Common Stock shall be payable valued at a per share value equal to the Conversion Price then in cash and due and payable effect on the first day of each thirty day or shorter period for which Liquidated Damages are payable. The Liquidated Damages must be paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damagesliquidated damages, an amount equal to two percent (2%) for each thirty (30) days or part thereof, thereof of the Purchase Price Aggregate Principal Amount of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities Warrants owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration EventEvent ("LIQUIDATED DAMAGES"). Payments to The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be made pursuant to this Section 11.4 shall be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) the Registration Statement is not declared effective on or before the sooner of the Effective Date, or (C) the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 20 consecutive days or more than 45 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), A) through (ii) and (iiiE) of this Section 11.4 is referred to herein as a "“Non-Registration Event"”), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damagesliquidated damages, an amount equal to two percent one percent (21%) for each thirty (30) days (or part a pro rata portion thereof), thereafter of the Purchase Price of the Notes Initial Shares and Note Shares remaining unconverted and purchase price of Note Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to The Company must pay the liquidated damages in cash. The liquidated damages must be made pursuant to this Section 11.4 shall be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which liquidated damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which liquidated damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) any Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) any Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) 11 is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional registration statement filed and declared effective) effective replacement or amended Registration Statement or for a period of time which shall exceed 30 thirty (30) days in the aggregate per year or more than 20 consecutive days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days (or part thereof, such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price of the outstanding Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to be made pursuant to this Section 11.4 shall be The Company may pay the Liquidated Damages in cash. The maximum amount of Liquidated Damages payable in cash and due and payable connection with Non-Registration Event may not exceed twenty-four percent (24%). The Liquidated Damages must be paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within fifteen (15) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 thirty (30) days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement such registration statement is declared effectiveeffective (the “Actual Effective Date”) (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "“Non-Registration Event"”), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days or part thereof, thereof of the Purchase Price Aggregate Principal Amount of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities Warrants owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to be made pursuant to this Section 11.4 shall be payable The Company must pay the Liquidated Damages in cash and due and payable or at the Company’s election with registered shares of the Common Stock valued at 75% of the VWAP for the five (5) trading days preceding such payment. The Liquidated Damages must be paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within fifteen (15) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree agrees that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 150 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) the Registration Statement is not declared effective on or before the sooner of the required Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within twenty-five (25) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 forty (45) days in the aggregate per year or more than 20 consecutive days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effectiveActual Effective Date) (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days (or part thereof, such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price principal amount of the outstanding Notes remaining unconverted and purchase price of Shares and Warrant Shares issued upon conversion of the Notes and actually paid "Purchase Price" exercise (as defined in the Warrantsbut excluding cashless exercise) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record Warrants held by such holder as of and during the pendency of such Non-Registration Event Subscriber which are subject to such Non-Registration EventEvent , not to exceed a maximum amount of liquidated damages of 15% of the purchase price of Shares and Warrant Shares. Payments to The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be made pursuant to this Section 11.4 shall be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to a registration statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without restriction pursuant to Section 144(b)(1)(i) of the 1933 Act. Notwithstanding the registration obligations set forth in this Section 11.4, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale on a single registration statement, the Company agrees to promptly (i) inform the Subscriber thereof and will promptly file amendments to the initial Registration Statement as required by the Commission and/or (ii) withdraw the initial Registration Statement and file a new registration statement (a "New Registration Statement"), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other form available to register for resale the Registrable Securities; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Further, unless Subscriber notifies the Company otherwise, with respect to any Registrable Securities that are required to be reduced, the Registrable Securities shall be reduced first by the Warrant Shares and second by the Shares. In the event the Company is required to amend the Registration Statement or files a New Registration Statement pursuant to SEC Guidance, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the initial Registration Statement, as amended, or the New Registration Statement (the "Remainder Registration Statements"). The Company shall not be liable for Liquidated Damages under this Agreement as to any Registrable Securities which are not permitted by the Commission to be included in a Registration Statement due solely to SEC Guidance from the time that it is determined that such Registrable Securities are not permitted to be registered until such time as the provisions of this Agreement as to the Remainder Registration Statements required to be filed hereunder are triggered which in no event shall be later than ___days after such notice is received from the Commission, in which case the provisions of this Section 11.4 shall once again apply. In such case, the Liquidated Damages shall be calculated to only apply to the percentage of Registrable Securities which are permitted in accordance with SEC Guidance to be included in such Registration Statement. The Company may require, from time to time, information from the Subscriber that is necessary to complete the Registration Statement in accordance with the requirements of the Securities Act. In the event of the failure by such Subscriber to comply with the Company's request within fifteen (15) days from the date of such request, the Company shall be permitted to withhold filing the Registration Statement, without being subject to the payment of Liquidated Damages to the Subscriber. At such time that the Subscriber complies with the Company's request the Company shall immediately file the Registration Statement.

Non-Registration Events. The Company and the Subscribers Subscriber agree that the Seller will suffer damages if any registration statement required under Section 11.1(iv) above is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) is not filed on or before the Filing Date or is not declared effective on or before the sooner of the Effective Date, or within ten (10) business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) will not be reviewed, (ii) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iii) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iiiii) of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty days or part thereof, of the (i) Purchase Price of the Notes remaining unconverted shares of Common Stock issued on the Closing Date; (ii) Second Closing Funds provided a Second Closing occurs; and purchase price of Shares issued upon conversion of the Notes and (iii) actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for each thirty (30) days or part thereof during the pendency of such Non-Registration Event, for the Registrable Securities owned of record by such holder as of and during or subsequent to the pendency occurrence of such Non-Registration Event which are subject to such Non-Registration Event. Payments to be made pursuant to this Section 11.4 shall be payable in cash and due and payable within ten (10) business days after demand in immediately available funds. For purposes of this Section 11.4, the end of each thirty (30) day period or part thereofFirst Tranche Funds and Second Tranche Funds are allocated to the First Tranche Shares and Second Tranche Shares, respectively.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 thirty (30) days in the aggregate per year or more than 20 consecutive days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days (or part thereof, such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price of the outstanding Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be made pursuant to this Section 11.4 shall be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within fifteen (15) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, or (C) the Registration Statement is not declared effective within ten two (102) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days (or part thereof, such lessor pro-rata amount for any period of less than thirty days) of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration EventEvent but in no event shall Liquidated Damages exceed the greater of $180,000 or an aggregate of six months of Liquidated Damages payments. Payments to The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be made pursuant to this Section 11.4 shall be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 thirty (30) days in the aggregate per year or more than 20 consecutive days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days (or part thereof, such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price principal and accrued interest of the outstanding Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration EventEvent on the first day of each thirty (30) day or shorter period for which Liquidated Damages are calculable. Payments to The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be made pursuant to this Section 11.4 shall be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Notes at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree agrees that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) the Registration Statement is not declared effective on or before the sooner of the required Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten (10) business five days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections Section 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within twenty-two (22) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 forty (45) days in the aggregate per year or more than 20 consecutive days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effectiveActual Effective Date) (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "“Non-Registration Event"”), then the Company shall deliver pay to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two one and one-half percent (21.5%) for each thirty (30) days (or part thereof, such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price principal amount of the outstanding Notes remaining unconverted and purchase price of Conversion Shares and Warrant Shares issued upon conversion of the Notes and actually paid "Purchase Price" exercise (as defined in the Warrantsbut excluding cashless exercise) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record Warrants held by such holder as of and during the pendency of such Non-Registration Event Subscribers which are subject to such Non-Registration Event, up to a maximum of fifteen percent (15%). Payments to The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be made pursuant to this Section 11.4 shall be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to a registration statement must be responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without volume limitations or other restrictions pursuant to Section 144(b)(1)(i) of the 1▇▇▇ ▇▇▇. The Company shall not be liable for Liquidated Damages under this Agreement as to any Registrable Securities which are not permitted by the Commission to be included in a Registration Statement due solely to SEC guidance from the time that it is determined that such Registrable Securities are not permitted to be registered until such time as the provisions of this Agreement as to the Registration Statements required to be filed hereunder are triggered, in which case the provisions of this Section 11.4 shall once again apply. In such case, the Liquidated Damages shall be calculated to only apply to the percentage of Registrable Securities which are permitted in accordance with SEC guidance to be included in such Registration Statement. The Company may require, from time to time, information by a shareholder that is necessary to complete the Registration Statement in accordance with the requirements of the Securities Act. In the event of the failure by such shareholder to comply with the Company’s request within fifteen (15) days from the date of such request, the Company shall be permitted to exclude such shareholder from a Registration Statement, without being subject to the payment of Liquidated Damages to such shareholder. At such time that such shareholder complies with the Company’s request the Company shall use its best efforts to include such shareholder on the Registration Statement.

Non-Registration Events. The Company and the Subscribers Subscriber agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days or part thereof, thereof of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to be made pursuant to this Section 11.4 shall be payable The Company must pay the Liquidated Damages in cash and due and payable or at the Company's election with registered shares of Common stock valued at the Conversion Price in effect on the first trading day of each thirty day or shorter period for which liquidated damages are payable. The Liquidated Damages must be paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscriber contrary to the obligations undertaken by Subscriber in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act. THE COMPANY ACKNOWLEDGES THAT IT IS A NON-REGISTRATION EVENT IF THE COMPANY DOES NOT HAVE SUFFICIENT SHARES AS REQUIRED BY THIS AGREEMENT INCLUDED IN A REGISTRATION STATEMENT PRIOR TO OR AFTER EFFECTIVENESS OF THE REGISTRATION STATEMENT.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) is not any Registration Statement filed on or before by the Filing Date or is not declared effective on or before the sooner of the required Effective Date, (B) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiC) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiD) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within forty (40) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 sixty (60) days in the aggregate per year or more than 20 consecutive days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), (ii) and (iii) A through D of this Section 11.4 is referred to herein as a "“Non-Registration Event"”), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days (or part thereof, such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price principal amount of the outstanding Notes remaining unconverted and purchase price of Shares and Warrant Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record Warrants held by such holder as of and during the pendency of such Non-Registration Event Subscriber which are subject to such Non-Registration Event. Payments to The Company must pay the Liquidated Damages in cash, or at the Company’s election, with registered shares of the Common Stock valued at 75% of the average of the closing bid prices of the Common Stock for the five trading days preceding such payment. The Liquidated Damages must be made pursuant to this Section 11.4 shall be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made.

Non-Registration Events. The Company and the Subscribers agree that the Seller will suffer damages if any registration statement required under Section 11.1(iv) above is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) is not filed on or before the Filing Date or is not declared effective on or before the sooner of the Effective Date, or within ten (10) business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) will not be reviewed, (ii) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iii) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one percent (1%) for the first thirty days or part thereof, and two percent (2%) for each thirty days or part thereofthereof thereafter, of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of and Finder's Shares valued at a purchase price equal to the WarrantsFinder's Fee, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to be made pursuant to this Section 11.4 shall be payable in cash and due and payable within ten (10) business days after the end of each thirty (30) day period or part thereof.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 thirty (30) days in the aggregate per year or more than 20 consecutive days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "“Non-Registration Event"”), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days (or part thereof, such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price of the outstanding Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be made pursuant to this Section 11.4 shall be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within fifteen (15) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i10.1(i) or 11.1(ii10.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i10.1(i) or 11.1(ii10.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i10.1(i), 11.1(ii10.1(ii) or 11.1(iv10.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 10.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days or part thereof, thereof of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to be made pursuant to this Section 11.4 shall be payable The Company must pay the Liquidated Damages in cash and due and payable or at the Company's election with registered shares of Common stock valued at the Conversion Price in effect on the first trading day of each thirty day or shorter period for which liquidated damages are payable. The Liquidated Damages must be paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 10.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 10.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i10.1(i) or 11.1(ii10.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described Company does not use its best efforts in Section 11.1(ivcausing the Registration Statement to become effective as early as reasonably possible with all material needed within a reasonable time frame, (B) is not filed on or before the Filing Date or Registration Statement is not declared effective on or before the sooner of the Effective Date, or within ten five (105) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiC) if the registration statement described in Sections 11.1(i10.1(i) or 11.1(ii10.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 125 days after such written request, or (iiiD) any registration statement described in Sections 11.1(i10.1(i), 11.1(ii10.1(ii) or 11.1(iv10.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 45 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 10.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver pay to the holder holders of Registrable SecuritiesSecurities included in the Registration Statement, as Liquidated Damages, an aggregate amount equal to two one percent (21%) for each thirty days or part thereof, of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration EventEvent for each thirty (30) days of the initial aggregate sixty (60) days of the pendency of Non-Registration Events and one and one-half percent (1.5%) thereafter for each thirty (30) days of the pendency of Non-Registration Events. Payments to be made pursuant to this Section 11.4 A prorated portion shall be payable for any period of less than 30 days. The Company must pay the Liquidated Damages in cash and due and payable cash. The Liquidated Damages must be paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be responded to within twelve (12) business days after receipt of comments from the Commission. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 10.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 10.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten (10) 3 business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within 15 business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), A) through (ii) and (iiiE) of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two one percent (21%) for each thirty 30 days or part thereof, thereof of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments Notwithstanding anything to be made pursuant to the contrary in this Section 11.4 shall section, a maximum of four percent (4%) liquidated damages will be payable in cash and due and payable connection with the Non-Registration Event described in this Section 11.4. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) business 10 days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. The Company shall use its best reasonable efforts to respond to all oral or written comments received from the Commission relating to the Registration Statement within 15 days in connection with the initial filing of the Registration Statement and within 10 days in connection with amendments to the Registration Statement after receipt of such comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i13.1(i) or 11.1(ii13.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 13 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i13.1(i) or 11.1(ii13.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i13.1(i), 11.1(ii13.1(ii) or 11.1(iv13.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 thirty (30) days in the aggregate per year or more than 20 consecutive days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 13.4 is referred to herein as a "“Non-Registration Event"”), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days (or part thereof, such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price principal and accrued interest of the outstanding Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration EventEvent on the first day of each thirty (30) day or shorter period for which Liquidated Damages are calculable. Payments to The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be made pursuant to this Section 11.4 shall be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereof.thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Notes at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 13.4 for (i) any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement; or, (ii) by virtue of the application of Section 15(j), below. Liquidated Damages will not accrue nor be payable pursuant to this Section 13.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act. Notwithstanding any other provision contained herein, the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 24.9% of the aggregate Purchase Price paid by such Holder pursuant to this Agreement

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv8.1(i) or 8.1(ii) above is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request by the Holder and not declared effective by the Commission within 120 days after such request, or the Filing Date and Effective Date, respectively, in reference to the Registration Statement on Form S-3 or such other form described in Section 8.1(iv), and maintained in the manner and within the time periods contemplated by Section 11 8 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 8.1(i) or 8.1(ii) is not filed within 60 days of such written request, or is not declared effective by the Commission on or prior to the date that is 120 days after such request, or (ii) the registration statement on Form SB-2 S-3 or such other form described in Section 11.1(iv8.1(iv) is not filed on or before the Filing Date or is not declared effective on or before the sooner of the Effective Date, or within ten (10) business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv8.1(iv) will not be reviewed, (ii) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iii) any registration statement described in Sections 11.1(i8.1(i), 11.1(ii8.1(ii) or 11.1(iv8.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year or more than 20 30 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 11.4 8.4 is referred to herein as a "“Non-Registration Event"”), then then, for so long as such Non-Registration Event shall continue, the Company shall deliver pay in cash as Liquidated Damages to the each holder of any Registrable Securities, as Liquidated Damages, Securities an amount equal to two percent (2%) for each thirty days or part thereof, percent of the Purchase Price of the Notes remaining unconverted and purchase price of Company Shares issued upon conversion of the Notes and actually paid "“Purchase Price" ” (as defined in the WarrantsWarrant) of Warrant Shares the Common Stock issued or issuable upon actual exercise of the Warrants, per 30 day period, or part thereof (pro rata), during the pendency of such Non-Registration Event for the Registrable Securities owned of record by such holder as of and during or subsequent to the pendency occurrence of such Non-Registration Event which are subject Event. For purposes of this Section 8.4, the entire Purchase Price is deemed allocated to such Non-Registration Eventthe Company Shares. Payments to be made pursuant to this Section 11.4 8.4 shall be payable in cash and due and payable within ten (10) business days after the end of each thirty (30) day period or part thereofdemand in immediately available funds.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) the Registration Statement is not declared effective on or before the sooner of the Effective Date, or (C) the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 20 consecutive days or more than 45 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), A) through (ii) and (iiiE) of this Section 11.4 is referred to herein as a "“Non-Registration Event"”), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damagesliquidated damages, an amount equal to two one percent (2Subscription Agreement) 29 (1%) for each thirty (30) days (or part a pro rata portion thereof), thereafter of the Purchase Price of the Notes Initial Shares and Note Shares remaining unconverted and purchase price of Note Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to The Company must pay the liquidated damages in cash. The liquidated damages must be made pursuant to this Section 11.4 shall be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which liquidated damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which liquidated damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 thirty (30) days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) 1.5% for each thirty (30) days or part thereof, thereof of the Purchase Price Aggregate Principal Amount of the Notes remaining unconverted and purchase price of Shares previously issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities Warrants owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event up to a maximum of 18%. In any event, in connection with an Non-Registration Event. Payments to be made pursuant to this Section 11.4 shall , Liquidated Damages will not be payable for the first thirty (30) days after the Closing Date. The Company must pay the Liquidated Damages in cash and due and payable or at the Company's election with registered shares of the Common Stock valued at the Conversion Price. The Liquidated Damages must be paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree agrees that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 90 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) the Registration Statement is not declared effective on or before the sooner of the required Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 90 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within twenty-five (25) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 forty (45) days in the aggregate per year or more than 20 consecutive days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two one and one-half percent (21.5%) for each thirty (30) days (or part thereof, such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price principal amount of the Notes remaining unconverted outstanding Notes, purchase price of the Shares, and purchase price of Conversion Shares and Warrant Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record Warrants held by such holder as of and during the pendency of such Non-Registration Event Subscriber which are subject to such Non-Registration EventEvent (collectively “Aggregate Purchase Price”). Payments The maximum Liquidated Damages payable to be made each Subscriber pursuant to this Section 11.4 shall not exceed eighteen percent (18%) of each such Subscriber’s Aggregate Purchase Price. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be payable in cash and due and payable paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made.

Non-Registration Events. The Company and the Subscribers agree that the Seller will suffer damages if any registration statement required under Section 11.1(iv) above is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) is not filed on or before the Filing Date or is not declared effective on or before the sooner of the Effective Date, or within ten (10) business days of receipt by the Company of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) will not be reviewed, (ii) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iii) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 60 days in the aggregate per year or more than 20 22 consecutive business days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i), (ii) and (iii) of this Section 11.4 is referred to herein as a "“Non-Registration Event"”), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one percent (1%) for the first thirty days or part thereof, and two percent (2%) for each thirty days thereafter, or part thereof, of the (i) Purchase Price of the Notes remaining unconverted Shares; and purchase price of Shares issued upon conversion of the Notes and (ii) actually paid "“Purchase Price" ” (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for each thirty (30) days or part thereof during the pendency of such Non-Registration Event, for the Registrable Securities owned of record by such holder as of and during or subsequent to the pendency occurrence of such Non-Registration Event which are subject Event. The Company may, at the Company’s election, pay the Liquidated Damages in cash or by delivery of free trading shares of Common Stock. If the Company elects to pay the Liquidated Damages by delivering free trading shares of Common Stock, such Non-Registration Eventshares of Common stock will be valued at the closing price of the Common Stock on the Principal Market as of the trading day immediately before demand for payment of Liquidated Damages is made by Subscriber. Payments to be made pursuant to this Section 11.4 shall be payable in cash and due and payable within ten (10) business days after demand. In the end of each event the registration statement described in Section 11.1(iv) is declared effective within thirty (30) days of the Effective Date, then Liquidated Damages will not be payable for the thirty day period or part thereofcommencing on the Effective Date.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 thirty (30) days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "“Non-Registration Event"”), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days or part thereof, thereof of the Purchase Price Aggregate Principal Amount of the Notes remaining unconverted and purchase price of Shares previously issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities Warrants owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to be made pursuant to this Section 11.4 shall be payable The Company must pay the Liquidated Damages in cash and due and payable or at the Company’s election with registered shares of the Common Stock valued at the Fixed Conversion Price. The Liquidated Damages must be paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 thirty (30) days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement such registration statement is declared effectiveeffective (the “Actual Effective Date”) (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two one percent (21%) for each thirty (30) days (or part thereof, such lesser amount for any period of less than thirty (30) days) of the Purchase Price of the outstanding Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to be made pursuant to this Section 11.4 shall be payable The Company must pay the Liquidated Damages in cash and due and payable or at the Subscriber’s election with registered shares of Common Stock, if available, valued at the Conversion Price in effect on the first trading day of each thirty day or shorter period for which liquidated damages are payable. The Liquidated Damages must be paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company, the Registration Statement is not declared effective within ten five (105) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effectivestatement) for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days or part thereof, thereafter of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments The Company must pay the Liquidated Damages in cash or an amount equal to be made pursuant to this Section 11.4 two hundred percent of such cash Liquidated Damages if paid in additional shares of registered unlegended free-trading shares of Common Stock. Such Common Stock shall be payable valued at the Conversion Price in cash and due and payable effect on the first day of each thirty (30) day or shorter period for which Liquidated Damages are payable. The Liquidated Damages must be paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement or if the federal government or the Commission is closed on any day which is otherwise a business day (i.e.: government shut down for budgetary reasons) or other acts of G-d. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 11.1(iv) above the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the registration statement on Form SB-2 or such other form described in Section 11.1(iv) Registration Statement is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within ten three (103) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement described in Section 11.1(iv) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, (iiD) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iiiE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 thirty (30) days in the aggregate per year or more than 20 consecutive days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (i), (ii) and (iii) A through E of this Section 11.4 is referred to herein as a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days or part thereof, thereof of the Purchase Price Aggregate Principal Amount of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities Warrants owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Payments to be made pursuant to this Section 11.4 shall be payable The Company must pay the Liquidated Damages in cash and due and payable on the first trading day of each thirty day or shorter period for which liquidated damages are payable. The Liquidated Damages must be paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereofthereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.