Common use of Non-Registration Events Clause in Contracts

Non-Registration Events. The Company agrees that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and 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 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 (A) the Registration Statement is not filed on or before the Filing Date, (B) the Registration Statement is not declared effective on or before the required Effective Date, (C) due to the action or inaction of the Company 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 will not be reviewed or that the Commission has no further comments, (D) 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 90 days after such written request, or (E) 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 within twenty-five (25) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty (45) days in the aggregate per year (defined as every rolling period of 365 consecutive days commencing on the Actual Effective Date (each such event referred to in clauses (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 one and one-half percent (1.5%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscriber which are subject to such Non-Registration Event. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed 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 agrees that the Sellers will suffer damages if the Registration Statement registration statement is not filed by the Filing Date and or is not declared effective by the Commission by the Effective Date, dates described herein 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 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. Accordinglyaccordingly, if (A) the Registration Statement is not filed on or before the Filing Date, (B) the Registration Statement is not declared effective on or before the required Effective Date, (C) due to the action or inaction of the Company the Registration Statement a registration statement is not declared effective within three (3) business five days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement registration statement will not be reviewed or that the Commission has no further comments, (DB) if the any registration statement described in Sections Section 11.1(i) or 11.1(ii) is not filed within 60 days after such written requestby the Filing Date, or is not declared effective within 90 days after such written requestby the Effective Date or any other date set forth in Section 11.1(i), or (EC) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv11.1(iii) is filed and declared effective but shall thereafter cease to be effective without being succeeded within twenty-five two (2522) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty (45) days in the aggregate per year (defined as every rolling period of 365 three hundred and sixty-five (365) consecutive days commencing on the Actual Effective Date effective date) (each such event referred to in clauses (A) through (E) of this Section 11.4 is referred to herein as shall be a "“Non-Registration Event"”), then the Company shall deliver pay to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one and one-half of one percent (1.5.5%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscriber Subscribers which are subject to such Non-Registration EventEvent with a maximum aggregate amount of Liquidated Damages not to exceed 5% of the sum of the Note principal plus aggregate actual Warrant exercise prices. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement registration statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement 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 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 volume limitations or other restrictions pursuant to Section 144(b)(1)(i) of the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutback.

Non-Registration Events. The Company agrees and the Investors agree that the Sellers Investors will suffer damages if the Registration Statement is not filed by the 10th calendar day following the Required Filing Date and not declared effective by the Commission SEC by the Effective DateRequired Effectiveness Date or if, and any registration statement required under Section 11.1(i) or 11.1(ii) after it is declared effective, its effectiveness is not filed within 60 days after written request and declared effective by the Commission within 90 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 2 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or before the Required Filing Date, (B) the Registration Statement is not declared effective on or before the required Effective Required Effectiveness Date, or (C) due to the action or inaction of the Company the any 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 will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Sections 11.1(i) or 11.1(ii) Section 2 is not filed within 60 days after such written request, or is not declared effective within 90 days after such written request, or (E) 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 within twenty-five (25) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty (4540) days in the aggregate per year (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date date the Registration Statement is declared effective) (each such event referred to in clauses (A) through (E) of this Section 11.4 is referred to herein as event, a "“Non-Registration Event"”), then the Company shall deliver to the holder of Registrable SecuritiesInvestors, as liquidated damages (“Liquidated Damages”), an amount equal to one and one-half percent (1.51.0%) of the aggregate purchase price paid by such Investor pursuant to the Note Purchase Agreement for any unregistered Registrable Securities then held by such Holder and for each subsequent thirty (30) days day period (or such lesser pro-pro rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscriber which are subject to such Non-Registration Event. The maximum aggregate Liquidated Damages payable to the Investor under this Agreement shall be six percent (6.0%) of the aggregate purchase price paid by such Investor pursuant to the Note Purchase Agreement. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Required Filing Date but is withdrawn prior to being declared effective by the CommissionSEC, 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 madefiled.

Non-Registration Events. The Company agrees and the Subscribers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and 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 90 120 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 (A) the Registration Statement is not filed on or before the Filing Date, (B) the Registration Statement is not declared effective on or before the required Effective Date, (C) due to the action or inaction of the Company if the Registration Statement is not declared effective within three five (35) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) 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 90 120 days after such written request, or (E) 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 within twenty-five fifteen (2515) business days by an effective replacement or amended registration statement or statement) for a period of time which shall exceed forty (45) 30 days in the aggregate per year (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses (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 one and one-half two percent (1.52%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) part thereof, of the principal amount Purchase Price 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 exercise owned of Warrants held record by Subscriber such holder which are subject to such Non-Registration Event. The Company must pay the Liquidated Damages in cashcash or an amount equal to 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 valued at the Conversion Price in effect on each 30th day or shorter period for which Liquidated Damages are payable. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. 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 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 Liquidated Damages will be calculated accordingly100% 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 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 above. Notwithstanding the date foregoing, the response was required 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 been madeoccurred 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 agrees and the Subscribers agree that the Sellers will suffer damages if the any 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 90 150 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 (A) the any Registration Statement is not filed on or before the Filing Date, (B) the Registration Statement is not declared effective on or before the required Effective Date, (C) due to the action or inaction of the Company the any Registration Statement is not declared effective within three (3) business days Business Days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) 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 90 150 days after such written request, or (E) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) 11.1 is filed and declared effective but shall thereafter cease to be effective without being succeeded within twenty-five twenty (2520) business days Business Days by an effective replacement or amended registration statement Registration Statement or for a period of time which shall exceed forty forty-five (45) days in the aggregate per year (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date (each such event referred to in clauses (A) A through (E) 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 one and one-half two percent (1.52%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) part thereof of the principal amount Aggregate 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 exercise of the Warrants held owned of record by Subscriber such holder which are subject to such Non-Registration Event. The Company must pay the Liquidated Damages in cashcash or provided delivery is timely, at the Company’s election, with registered shares of Common Stock valued at 75% of the average of the closing bid prices of the Common Stock as reported by Bloomberg L.P. for the Principal Market for the five trading days preceding each thirty day or shorter period for which liquidated damages are payable. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordinglyfiled. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business days 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 above. Notwithstanding the date foregoing, the response was required 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 been madeoccurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act. In the event a Non-Registration Event occurs as described in Section 11.4(B) above, then Liquidated Damages shall accrue and be payable in connection with such Non-Registration Event as of and after the 120th day after the Closing Date.

Non-Registration Events. The Company agrees that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i7.1(a) or 11.1(ii7.1(b) is not filed within 60 sixty (60) days after written request and declared effective by the Commission within 90 one hundred eighty (180) days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof7, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or before the Filing Date, (B) the Registration Statement is not declared effective on or before the required Effective Date, (C) due to the action or inaction of the Company 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 will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Sections 11.1(iSection 7.1(a) or 11.1(ii7.1(b) is not filed within 60 sixty (60) days after such written request, or is not declared effective within 90 one hundred eighty (180) days after such written request, or (EB) any registration statement described in Sections 11.1(i), 11.1(ii7.1(a) or 11.1(iv7.1(b) is filed and declared effective but shall thereafter cease to be effective without being succeeded within twenty-five thirty (2530) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty sixty (4560) days in the aggregate per year (defined as every rolling period of 365 consecutive days commencing on the Actual Effective Date actual effective date of such registration statement) (each such event referred to in clauses (A) through (E) A and B of this Section 11.4 7.4 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 one and one-half percent (1.51%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the principal amount (i) purchase price of the outstanding Notes and (ii) purchase price of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, the Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscriber Investors which are subject to such Non-Registration Event; provided, however, that the Company shall not be required to pay any Liquidated Damages to any Investor pursuant to this Section 7.4 in excess of four percent (4%) of a Investor’s aggregate Purchase Price hereunder. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be 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 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. All oral Liquidated Damages shall not be payable pursuant to this Section 7.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without volume limitations or written comments received other restrictions pursuant to Section 144(b)(1)(i) of the Securities Act. The Company may require, from time to time, information from a holder of the Commission relating Securities that is necessary to complete the Registration Statement must be satisfactorily responded registration statement in accordance with the requirements of the Securities Act. In the event of the failure by such holder to comply with the Company’s request within ten fifteen (1015) 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 of such request, the response was required Company shall be permitted to have been madeexclude 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 agrees that the Sellers will suffer damages if the Registration Statement registration statement is not filed by the Filing Date and or is not declared effective by the Commission by the Effective Date, dates described herein 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 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. Accordinglyaccordingly, if (A) the Registration Statement is not filed on or before the Filing Date, (B) the Registration Statement is not declared effective on or before the required Effective Date, (C) due to the action or inaction of the Company the Registration Statement a registration statement is not declared effective within three (3) business five days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement registration statement will not be reviewed or that the Commission has no further comments, (DB) if the any registration statement described in Sections Section 11.1(i) or 11.1(ii) is not filed within 60 days after such written requestby the Filing Date, or is not declared effective within 90 days after such written requestany other date set forth in Section 11.1(i), or (EC) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv11.1(iii) is filed and declared effective but shall thereafter cease to be effective without being succeeded within twenty-five two (2522) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty thirty (4530) days in the aggregate per year (defined as every rolling period of 365 three hundred and sixty-five (365) consecutive days commencing on the Actual Effective Date effective date) (each such event referred to in clauses (A) through (E) of this Section 11.4 is referred to herein as shall be a "“Non-Registration Event"”), then the Company shall deliver pay to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one percent (1%) for the initial thirty (30) days, and one and one-half percent (1.5%) for each thirty (30) days thereafter (or such lesser pro-rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscriber Subscribers which are subject to such Non-Registration EventEvent with a maximum aggregate amount of Liquidated Damages not to exceed 10% of the sum of the Note principal plus aggregate actual Warrant exercise prices. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement registration statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement registration statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments communications received from the Commission relating to the Registration Statement a registration statement must be satisfactorily responded to within ten (10) business days after receipt of comments such communication from the Commission. Failure to timely respond to Commission comments communications 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 1933 Act.

Non-Registration Events. The Company agrees and the Purchasers agree that the Sellers Purchasers will suffer damages if the Registration Statement is not filed by the Required Filing Date and not declared effective by the Commission by the Effective DateRequired Effectiveness Date or if, and any registration statement required under Section 11.1(i) or 11.1(ii) after it is declared effective, its effectiveness is not filed within 60 days after written request and declared effective by the Commission within 90 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 2 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or before the Required Filing Date, (B) the Registration Statement is not declared effective on or before the required Effective Required Effectiveness Date, or (C) due to the action or inaction of the Company the any 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 will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Sections 11.1(i) or 11.1(ii) Section 2 is not filed within 60 days after such written request, or is not declared effective within 90 days after such written request, or (E) 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 within twenty-five (25) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty (4540) days in the aggregate per year (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date date the Registration Statement is declared effective) (each such event referred to in clauses (A) through (E) of this Section 11.4 is referred to herein as event, a "“Non-Registration Event"”), then the Company shall deliver to the holder of Registrable SecuritiesPurchasers, as liquidated damages (“Liquidated Damages”), an amount equal to one and one-half percent (1.51.0%) of the aggregate purchase price paid by such Purchaser pursuant to the Purchase Agreement for any unregistered Registrable Securities then held by such Holder and for each subsequent thirty (30) days day period (or such lesser pro-pro rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscriber which are subject to such Non-Registration Event. The maximum aggregate Liquidated Damages payable to the Purchaser under this Agreement shall be five percent (5.0%) of the aggregate purchase price paid by such Purchaser pursuant to the Purchase Agreement. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Required Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed 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 madefiled.

Non-Registration Events. The Company agrees and the Subscribers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and 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 90 days after such request, and maintained described 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 (A) the Registration Statement is not filed on or before the Filing Date, (B) the Registration Statement is not declared effective on or before the required Effective Date, (C) but due to the action or inaction of the Company the Registration Statement Company, such 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 such registration statement will not be reviewed or that the Commission has no further comments, (D) 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 90 days after such written request, or (E) 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 within twenty-five fifteen (2515) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty thirty (4530) days in the aggregate per year (defined as every rolling period of 365 consecutive days commencing on the Actual Effective Date actual effective date (each such event referred to in clauses (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 one and one-half two percent (1.52%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the principal amount Principal Amount of the outstanding Notes and purchase price of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, and Warrant Shares issued upon conversion of the Notes and exercise owned of Warrants held record by Subscriber such holder which are subject to such Non-Registration Event. The Company must may pay the Liquidated Damages in cash. The maximum amount of Liquidated Damages payable in connection with Non-Registration Event may not exceed twenty-four percent (24%). The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement registration statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement 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 registration statement must be satisfactorily responded to within ten fifteen (1015) 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 above. Notwithstanding the date foregoing, the response was required 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 been madeoccurred 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 agrees and the Subscribers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Required Filing Date and not declared effective by the Commission by the Required Effective DateDate or if, and any registration statement required under Section 11.1(i) or 11.1(ii) after it is declared effective, its effectiveness is not filed within 60 days after written request and declared effective by the Commission within 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 (A) the Registration Statement is not filed on or before the Required Filing Date, (B) the Registration Statement is not declared effective on or before the required Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within three seven (37) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) 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 90 days after such written request, or (E) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and Section 11 declared effective but shall thereafter cease to be effective without being succeeded within twenty-five (25) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty (45) 30 days in the aggregate per year (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date date the Registration Statement is declared effective) or more than 20 consecutive days at any one time (each such event referred to in clauses (A) A through (E) D of this Section 11.4 11(d) 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 one and one-half two percent (1.52%) of the Purchase Price of the Shares owned of record by such holder for each thirty (30) days (or such lesser pro-pro rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscriber which are subject to such Non-Registration Event, but in no event shall Liquidated Damages exceed 180 days of Liquidated Damages. The Company must pay the Liquidated Damages in cash, except that, subject to the conditions described below, the Company may pay the Liquidated Damages in shares of Common Stock (with each share valued at the then effective Share Purchase Price); such shares are referred to as "Payment Shares." The Company may issue Payment Shares if, but only if the Effective Date is on or before the date which is 300 days after the Closing Date and the Registration Statement covering the Payment Shares to be issued to the Seller is then effective. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordinglyfiled. 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 above. Notwithstanding the date foregoing, the response was required Company shall not be liable to the Seller under this Section 11(d) for any events or delays occurring as a consequence of the acts or omissions of the Seller contrary to the obligations undertaken by Sellers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11d) nor will a Non-Registration Event be deemed to have been madeoccurred 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 agrees that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and 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 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 (A) the Registration Statement is not filed on or before the Filing Date, (B) the Registration Statement is not declared effective on or before the required Effective Date, (C) due to the action or inaction of the Company 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 will not be reviewed or that the Commission has no further comments, (D) 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 90 days after such written request, or (E) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) Registration Statement is filed and declared effective but shall thereafter cease to be effective without being succeeded within twenty-five (25) 20 business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty (45) 20 days in the aggregate per year (defined as every rolling period of 365 consecutive days commencing on the Actual Effective Date (each such event referred to in clauses (A) A through (E) D 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 Damages"LIQUIDATED DAMAGES", an amount equal to one and one-half two percent (1.52%) for each thirty (30) 30 days (or such lesser pro-rata amount for any period of less than thirty (30) 30 days) of the principal Principal Amount of the Notes issued on the Closing Date to Subscriber multiplied by a fraction, the numerator of which is the amount of the outstanding Notes and purchase price of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, Warrants and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by the Subscriber which are subject to such during the pendency of the Non-Registration EventEvent and the denominator of which is the amount of Warrants issued to such Subscriber on the Closing Date. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) 10 days after the end of each thirty (30) 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 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 eleventh day after the comments were received through the date responses to the response was required comments are given to have been madethe Commission. The amount of Liquidated Damages payable in the aggregate for all Non-Registration Events may not exceed $75,000.

Non-Registration Events. The Except to the extent provided in paragraph (d) (ii) below, the Company agrees and the Subscribers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Required Filing Date and not declared effective by the Commission by the Required Effective DateDate or if, and any registration statement required under Section 11.1(i) or 11.1(ii) after it is declared effective, its effectiveness is not filed within 60 days after written request and declared effective by the Commission within 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 (A) the any Registration Statement is not filed on or before the Required Filing DateDate or Additional Filing Date , (B) the Registration Statement is not declared effective on or before the required Effective DateDate or Additional Effective Date , (C) due to the action or inaction of the Company the Registration Statement is not declared effective within three seven (37) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) 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 90 days after such written request, or (E) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and Section 11 declared effective but shall thereafter cease to be effective without being succeeded within twenty-five (25) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty (45) 30 days in the aggregate per year (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date date the Registration Statement is declared effective) or more than 20 consecutive days at any one time (each such event referred to in clauses (A) A through (E) D of this Section 11.4 11(d) 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 one and one-half two percent (1.52%) of the Aggregate Purchase Price of the Purchased Shares owned of record by such holder for each thirty (30) days (or such lesser pro-pro rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscriber which are subject to such Non-Registration Event, but in no event shall Liquidated Damages exceed 180 days of Liquidated Damages. The Company must pay the Liquidated Damages in cash, except that, subject to the conditions described below, the Company may pay the Liquidated Damages in shares of Common Stock (with each share valued at the then effective Share Purchase Price); such shares are referred to as “Payment Shares.” The Company may issue Payment Shares if, but only if the Effective Date is on or before the date which is 300 days after the Closing Date and the Registration Statement covering the Payment Shares to be issued to the Seller is then effective. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date or Additional 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 accordinglyfiled. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten thirty (1030) 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 above. Notwithstanding the date foregoing, the response was required Company shall not be liable to the Seller under this Section 11(d) for any events or delays occurring as a consequence of the acts or omissions of the Seller contrary to the obligations undertaken by Sellers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11(d) nor will a Non-Registration Event be deemed to have been madeoccurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(d) under the 1933 Act.

Non-Registration Events. The Company agrees and the Subscribers agree that the Sellers Subscribers will suffer damages if the Registration Statement is not filed by the Required Filing Date and not declared effective by the Commission by the Required Effective DateDate or if, and any registration statement required under Section 11.1(i) or 11.1(ii) after it is declared effective, its effectiveness is not filed within 60 days after written request and declared effective by the Commission within 90 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 9 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or before the Required Filing Date, (B) the Registration Statement is not declared effective on or before the required Required Effective Date, or (C) due to the action or inaction of the Company 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 will not be reviewed or that the Commission has no further comments, (D) 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 90 days after such written request, or (E) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) Section 9 is filed and declared effective but shall thereafter cease to be effective without being succeeded within twenty-five (25) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty (4540) days in the aggregate per year (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date date the Registration Statement is declared effective) (each such event referred to in clauses (A) A through (E) C of this Section 11.4 is referred to herein as 9(d), a "“Non-Registration Event"”), then the Company shall deliver to the holder of Registrable SecuritiesSubscribers, as liquidated damages (“Liquidated Damages”), an amount equal to one and one-half percent (1.50.5%) of the Purchase Price of the Purchased Shares owned of record by such holder on the first business day after the Non-Registration Event and for each subsequent thirty (30) days day period (or such lesser pro-pro rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscriber which are subject to such Non-Registration Event. The maximum aggregate Liquidated Damages payable to the Subscriber under this Agreement shall be six percent (6%) of the aggregate Purchase Price paid by the Subscriber pursuant to this Agreement. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Required Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed 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 madefiled.

Non-Registration Events. The Company agrees and the Subscribers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared maintained effective by the Commission within 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 (A) the Registration Statement is not filed on or before the Filing Date, (B) the Registration Statement is not declared effective on or before the required Effective Date, (C) due to the action or inaction of the Company 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 will not be reviewed or that the Commission has no further comments, or (D) 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 90 days after such written request, or (E) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) Registration Statement is filed and declared effective but shall thereafter cease to be effective without being succeeded within twenty-five (25) business days by an effective replacement or amended registration statement or if the Company suspends the use of the prospectus forming a part of the Registration Statement for a period of time which shall exceed forty (45) 30 days in the aggregate per year (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses (A) A through (E) 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 one and one-half two percent (1.52%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) part thereof, thereafter of the principal amount Purchase Price of the outstanding Notes and purchase price of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, and Warrant Shares issued upon conversion of Notes and exercise of Warrants held acquired by Subscriber which are subject to such Non-Registration Eventholder hereunder. The Company must pay the Liquidated Damages in cashcash or an amount equal to one hundred and fifty percent (150%) of such cash Liquidated Damages if paid in additional shares of Common Stock (the "Damages Shares"). Such Common Stock shall be valued at a per share value equal to the average of the five (5) closing bid prices of the Common Stock as reported by Bloomberg L.P. for the five (5) 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) 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 and Liquidated Damages will be calculated accordinglyfiled. All oral or written and accounting 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 Commissiondays. 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 above. Notwithstanding the date foregoing, the response was required 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 been madeoccurred 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 agrees and the Subscriber agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and 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 90 120 days after such requestfiling, 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 (A) the Registration Statement is not filed on or before the Filing Date, (B) the Registration Statement is not declared effective on or before the required Effective Date, (C) due to the action or inaction of the Company 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 will not be reviewed or that the Commission has no further comments, (D) 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 90 120 days after such written request, or (EB) any registration statement described in Sections 11.1(i), or 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective without being succeeded within twenty-five (25) 15 business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty (45) 30 days in the aggregate per year (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date initial effective date (each such event referred to in clauses (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, for each 30 days or part thereof, an amount equal to one and one-half percent two (1.52.0%) for each thirty of the; (30i) days (or such lesser pro-rata amount for any period of less than thirty (30) days) Purchase Price of the principal amount of the outstanding Notes remaining unconverted and (ii) purchase price of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, and Warrant the Conversion Shares issued upon conversion of Notes and exercise of Warrants held by Subscriber which are subject to such Non-Registration Event. 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 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 paid within ten (10) 10 days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordinglyfiled. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10) business 30 days in connection with the initial filing of the Registration Statement and within 20 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 and amounts set forth above calculated from above. Notwithstanding the date foregoing, the response was required 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 been madeoccurred 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 agrees and Longview agree that the Sellers Longview will suffer damages if the Registration Statement is not filed by the Filing Date and Date, or 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 90 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 (A) the Registration Statement (i) is not filed on or before by the Filing Date, or (Bii) the Registration Statement is not declared effective on or before by the required Effective Date, (C) due to the action or inaction of the Company 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 will not be reviewed or that the Commission has no further comments, (D) 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 90 days after such written request, or (E) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iviii) is filed and declared effective but shall thereafter cease to be effective (without being succeeded within twenty-five (25) business days immediately by an effective replacement or amended additional registration statement or filed and declared effective) for a period of time which shall exceed forty (45) 30 days in the aggregate per year or more than 20 consecutive days (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date date the Registration Statement is declared effective) (each such event referred to set forth in clauses (Ai), (ii) through and (Eiii) of this Section 11.4 10.4 is referred to herein as a "“Non-Registration Event"”), then the Company shall deliver to Longview, for each thirty days or part thereof subsequent to a Non-Registration Event and during the holder pendency of Registrable Securitiessuch Non-Registration Event, as Liquidated DamagesDamages and not as a penalty, an amount equal to one and one-half percent (1.51%), prorated for partial months, of the sum of (a) the aggregate Stated Value of the Preferred Stock remaining unconverted and which are subject to such Non-Registration Event, (b) that number which is the sum of the applicable Conversion Prices for each thirty (30) days (or such lesser pro-rata amount for any period share of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, and Warrant Shares Common Stock issued upon conversion of Notes the Preferred Stock and exercise which are subject to such Non-Registration Event, and (c) the purchase price of Warrants held the Debt Conversion Shares, then owned of record by Subscriber Longview, which are subject to such Non-Registration Event. The Company must pay the Liquidated Damages Payments to be made pursuant to this Section 10.4 shall be payable in cash. The Liquidated Damages must be paid cash and due and payable within ten (10) business days after the end of each thirty (30) day period or shorter part thereof for which thereof. In no event shall the 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 exceed ten (10%) business days after receipt percent of comments from the Commission. Failure sum of (d) the aggregate Stated Value of the Preferred Stock remaining unconverted and which are subject to timely respond to Commission comments is a such Non-Registration Event and (e) that number which is the sum of the applicable Conversion Prices for each share of Common Stock issued upon conversion of the Preferred Stock then owned of record by Longview, which Liquidated Damages shall accrue and be payable by the Company are subject 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 madesuch Non-Registration Event.

Non-Registration Events. The Company agrees and the Holder agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission SEC by the Effective Date, and any registration statement required under Section 11.1(i9.1(i) or 11.1(ii9.1(ii) is not filed within 60 days after written request and declared effective by the Commission SEC within 90 150 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 9 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or before the Filing Date, (B) the any Registration Statement is not declared effective on or before the required Effective Date, (CB) due to the action or inaction of the Company 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 SEC that the Registration Statement will not be reviewed or that the Commission SEC has no further comments, (DC) if the registration statement described in Sections 11.1(i9.1(i) or 11.1(ii9.1(ii) is not filed within 60 days after such written request, or is not declared effective within 90 150 days after such written request, or (ED) any registration statement described in Sections 11.1(i9.1(i), 11.1(ii9.1(ii) or 11.1(iv9.1(iv) is filed and declared effective but shall thereafter cease to be effective without being succeeded within twenty-five (25) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty seventy-five (4575) days in the aggregate per year (defined as every rolling period of 365 consecutive days commencing on the Actual Effective Date (each such event referred to in clauses (A) A through (E) D of this Section 11.4 9.4 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 one and one-half percent (1.51%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, and Warrant Shares shares of Common Stock issued upon conversion of Notes and exercise of Warrants held by Subscriber holders of Registrable Securities which are subject to such Non-Registration Event. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the CommissionSEC, 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 SEC relating to the Registration Statement must be satisfactorily responded to within ten twenty (1020) business days after receipt of comments from the CommissionSEC. Failure to timely respond to Commission SEC 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 agrees that the Sellers will suffer damages if the Registration Statement registration statement is not filed by the Filing Date and or is not declared effective by the Commission by the Effective Date, dates described herein 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 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. Accordinglyaccordingly, if (A) the Registration Statement is not filed on or before the Filing Date, (B) the Registration Statement is not declared effective on or before the required Effective Date, (C) due to the action or inaction of the Company the Registration Statement a registration statement is not declared effective within three (3) business five days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement registration statement will not be reviewed or that the Commission has no further comments, (DB) 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 90 one hundred and twenty (120) days after such written request, the filing of the registration statement or (EC) 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 within twenty-five two (2522) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty (45) days in the aggregate per year (defined as every rolling period of 365 three hundred and sixty-five (365) consecutive days commencing on the Actual Effective Date effective date) (each such event referred to in clauses (A) through (E) of this Section 11.4 is referred to herein as shall be a "“Non-Registration Event"”), then the Company shall deliver pay to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one and one-half two percent (1.52%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise (but excluding cashless exercise) of Warrants held by Subscriber Subscribers which are subject to such Non-Registration Event, up to a maximum of twelve percent (12%). The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement registration statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement 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 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 volume limitations or other restrictions pursuant to Section 144(b)(1)(i) of the 1933 Act. Notwithstanding anything to the contrary herein, the no Liquidated Damages will be due in connection with Registrable Securities subject to a Registration Cutback.

Non-Registration Events. The Company agrees and the Investor agree that the Sellers Investor will suffer damages if (a) the Initial Registration Statement is not filed by the Filing Date and not declared effective by the Commission SEC by the Effective Date120th calendar day following the Initial Closing Date (as defined in the Securities Purchase Agreement), and (b) any registration statement required under Section 11.1(i) or 11.1(ii) other Registration Statement is not filed within 60 days after written request and declared effective by the Commission within 90 days its Effectiveness Deadline or (or) if, after such requestany Registration Statement is declared effective, and its effectiveness is not maintained in the manner and within the time periods contemplated by Section 11 hereofthis Agreement, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or before the Filing Date, (B) the Initial Registration Statement is not declared effective on or before the required Effective 120th calendar day following the Initial Closing Date, (CB) due to the action or inaction of the Company the any other Registration Statement is not declared effective within three (3) business days after receipt by the Company on or before its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) 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 90 days after such written requestEffectiveness Deadline, or (EC) any registration statement Registration Statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) Section 2 is filed and declared effective by the SEC but shall thereafter cease to be effective without being succeeded within twenty-five (25) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty thirty (4530) days in the aggregate per year (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date date the Registration Statement is declared effective) (each such event referred to in clauses (A) through (E) of this Section 11.4 is referred to herein as event, a "“Non-Registration Event"”), then the Company shall deliver to the holder of Registrable SecuritiesInvestor, as liquidated damages (“Liquidated Damages”), an amount equal to one and one-half percent (1.51.0%) of the aggregate purchase price paid by the Investor pursuant to the Securities Purchase Agreement for any unregistered Registrable Securities then held by the Investor and for each subsequent thirty (30) days day period (or such lesser pro-pro rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscriber which are subject to such Non-Registration Event; provided, however, that after (i) sixty (60) days, the Liquidated Damages shall be increased to two percent (2.0%) of the aggregate purchase price paid by the Investor pursuant to the Securities Purchase Agreement for any unregistered Registrable Securities then held by the Investor; and (ii) the maximum amount of Liquidated Damages shall not exceed 10% of the aggregate purchase price paid by the Investor pursuant to the Securities Purchase Agreement for any unregistered Registrable Securities then held by the Investor. The Company must may pay the Liquidated Damages in cash. The cash or through the issuance of shares of Company Common Stock (such number of shares of Common Stock to be issued determined by dividing such dollar amount of Liquidated Damages must be paid within ten (10) days after by the end Conversion Price then in effect under the Notes), the resale of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event have been registered pursuant to 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 madeStatement.

Non-Registration Events. The Company agrees and the Subscribers agree that the Sellers Subscribers will suffer damages if the Registration Statement is not filed by the Required Filing Date and not declared effective by the Commission by the Required Effective DateDate or if, and any registration statement required under Section 11.1(i) or 11.1(ii) after it is declared effective, its effectiveness is not filed within 60 days after written request and declared effective by the Commission within 90 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 9 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or before the Required Filing Date, (B) the Registration Statement is not declared effective on or before the required Required Effective Date, or (C) due to the action or inaction of the Company 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 will not be reviewed or that the Commission has no further comments, (D) 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 90 days after such written request, or (E) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and Section 9 declared effective but shall thereafter cease to be effective without being succeeded within twenty-five (25) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty (4540) days in the aggregate per year (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date date the Registration Statement is declared effective) (each such event referred to in clauses (A) A through (E) C of this Section 11.4 is referred to herein as 9(d), a "“Non-Registration Event"”), then the Company shall deliver to the holder of Registrable SecuritiesSubscribers, as liquidated damages (“Liquidated Damages”), an amount equal to one and one-half percent (1.50.5%) of the Purchase Price of the Purchased Shares owned of record by such holder on the first business day after the Non-Registration Event and for each subsequent thirty (30) days day period (or such lesser pro-pro rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscriber which are subject to such Non-Registration Event. The maximum aggregate Liquidated Damages payable to the Subscriber under this Agreement shall be nine percent (9%) of the aggregate Purchase Price paid by the Subscriber pursuant to this Agreement. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Required Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed 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 madefiled.

Non-Registration Events. The Company agrees that If (i) the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under on Form S-3 or such other form as described in Section 11.1(i9.1(a) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 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 (A) the Registration Statement is not filed on or before the Filing Date, (B) the Registration Statement is Date or not declared effective on or before the required sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within three (3) business days after of receipt by the Company or its attorneys of a written or oral communication from the Commission SEC that the Registration Statement registration statement described in Section 9.1(a) will not be reviewed reviewed, or that the Commission has no further comments, (Diii) 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 90 days after such written request, or (E) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(ivSection 9.1(a) is filed and declared effective but shall thereafter cease to be effective (without being succeeded within twenty-five (25) business days immediately by an effective replacement or amended additional registration statement or filed and declared effective) for a period of time which shall exceed forty (45) 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date date the Registration Statement is declared effective) (each such event referred to in clauses (A) through (E) of this Section 11.4 9.4 is referred to herein as a "NON-REGISTRATION EVENT"), then, for so long as such Non-Registration Event")Event shall continue, then 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 one and one-half percent (1.51%) per month (prorated accordingly for each thirty (30parts thereof) days (or during the pendency of such lesser proNon-rata amount for any period of less than thirty (30) days) Registration Event of the principal amount Stated Value of the outstanding Notes and purchase price Preferred Stock issued in connection with the Offering, whether or not converted, then owned of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, and Warrant Shares issued upon conversion record by such holder or issuable as of Notes and exercise or subsequent to the occurrence of Warrants held by Subscriber which are subject to such Non-Registration Event, but no in even more than 130% the unpaid Stated Value of the Preferred Stock. The Company must pay the Liquidated Damages Payments to be made pursuant to this Section shall be due and payable immediately upon demand in cashimmediately available funds. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will It shall 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 to the extent that all the Common Stock included in the Registrable Securities and be payable underlying the Securities is not included in an effective registration statement as of and after the Effective Date at the conversion prices in effect from and after the Effective Date. Failure by the Company to pay the holders Liquidated Damages as and when due shall be deemed an Event of Registrable Securities at Default for the same rate and amounts set forth above calculated from the date the response was required to have been madepurposes of this Section 9.4.

Non-Registration Events. The Company agrees and the Subscribers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and 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 90 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 12 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or before the Filing Date, (B) the Registration Statement is not declared effective on or before the required Effective Date, or (C) due to the action or inaction of the Company 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 will not be reviewed or that the Commission has no further comments, (D) 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 90 days after such written request, or (E) 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 within twenty-five fifteen (2515) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty (45) 30 days in the aggregate per year (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date (each such event referred to in clauses (A) through (EC) of this Section 11.4 12.4 is referred to herein as a "“Non-Registration Event"”), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one and one-one half percent (1.5%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) part thereof of the principal amount Purchase Price of the outstanding Notes Preferred Stock remaining unconverted and purchase price of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, and Warrant Shares issued upon conversion of Notes and exercise the Obligation Amount (as defined in the Certificate of Warrants held Designation) owned of record by Subscriber such holder which are subject to such Non-Registration Event. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In Notwithstanding the event foregoing, the Company shall not be liable to a Registration Statement is filed Subscriber under this Section 12.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by 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 Subscribers in this Agreement. Liquidated Damages will not accrue nor be calculated accordingly. All oral or written comments received from the Commission relating payable pursuant 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 this Section 12.4 nor will a Non-Registration Event be deemed to have occurred for times during which Liquidated Damages shall accrue and be payable Registrable Securities are transferable by the Company to the holders holder of Registrable Securities at pursuant to Rule 144(k) under the same rate and amounts set forth above calculated from the date the response was required to have been made1933 Act.

Non-Registration Events. The Company agrees that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and 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 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 If (Ai) the Registration Statement described in Section 9.1(a) is not filed on or before the Filing Date, (B) the Registration Statement is Date or not declared effective on or before the required sooner of the Effective Date, (C) due to the action or inaction within five days of the Company 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 SEC that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Sections 11.1(iSection 9.1(d) or 11.1(ii) is will not filed within 60 days after such written request, or is not declared effective within 90 days after such written requestbe reviewed, or (Eiii) any registration statement described in Sections 11.1(i), 11.1(iiSection 9.1(a) or 11.1(iv(d) is filed and declared effective but shall thereafter cease to be effective (without being succeeded within twenty-five (25) business days immediately by an effective replacement or amended additional registration statement or filed and declared effective) for a period of time which shall exceed forty (45) 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date date the Registration Statement is declared effective) (each such event referred to in clauses (A) through (E) of this Section 11.4 9.4 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 one and one-half percent (1.51%) per month or part thereof for each thirty the first two months and two percent (302%) days (or per month thereafter during the pendency of such lesser proNon-rata amount for any period of less than thirty (30) days) Registration Event of the principal amount of the outstanding Notes and purchase price Note issued in connection with the Offering, whether or not converted, then owned of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, and Warrant Shares issued upon conversion record by such holder or issuable as of Notes and exercise or subsequent to the occurrence of Warrants held by Subscriber which are subject to such Non-Registration Event. The Company must pay the Liquidated Damages Payments to be made pursuant to this Section shall be due and payable immediately upon demand in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payableimmediately available funds. In the event a Registration Statement Mandatory Redemption Payment is filed demanded from the Company by the Filing Date but is withdrawn prior holder pursuant to being declared effective by the CommissionSection 8.2 of this Agreement, then such Registration Statement will the Liquidated Damages described in this Section 9.4 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 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 extent that all the Common Stock included in the Registrable Securities and underlying the Securities is not included in an effective registration statement as of and after the Effective Date at the same rate conversion prices in effect from and amounts set forth above calculated from after the date the response was required to have been madeEffective Date.

Non-Registration Events. The Company agrees that the Sellers will suffer damages if the Registration Statement registration statement is not filed by the Filing Date and or is not declared effective by the Commission by the Effective Date, dates described herein 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 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. Accordinglyaccordingly, if (A) the Registration Statement is not filed on or before the Filing Date, (B) the Registration Statement is not declared effective on or before the required Effective Date, (C) due to the action or inaction of the Company the Registration Statement a registration statement is not declared effective within three (3) business five days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement registration statement will not be reviewed or that the Commission has no further comments, (DB) 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 90 one hundred and twenty (120) days after such written request, the filing of the registration statement or (EC) 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 within twenty-five two (2522) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty (45) days in the aggregate per year (defined as every rolling period of 365 three hundred and sixty-five (365) consecutive days commencing on the Actual Effective Date effective date) (each such event referred to in clauses (A) through (E) of this Section 11.4 is referred to herein as shall be a "“Non-Registration Event"”), then the Company shall deliver pay to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one and one-half two percent (1.52%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, and Warrant Conversion Shares issued upon conversion of Notes and exercise of Warrants held by Subscriber Subscribers which are subject to such Non-Registration Event. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement registration statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement 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 a registration statement must be satisfactorily responded to within ten fifteen (1015) 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 1933 Act. Notwithstanding anything to the contrary herein, the no Liquidated Damages will be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not have to pay Liquidated Damages as the result of such cutback.

Non-Registration Events. The Company agrees and the Investor agree that the Sellers Investor will suffer damages if (a) the Registration Statement is not filed declared effective by the Filing SEC by the 120th calendar day following the Closing Date and (as defined in the Securities Purchase Agreement), (b) any other Registration Statement is not declared effective by the Commission by the Effective Dateits Effectiveness Deadline or (or) if, and after any registration statement required under Section 11.1(i) or 11.1(ii) Registration Statement is declared effective, its effectiveness is not filed within 60 days after written request and declared effective by the Commission within 90 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereofthis Agreement, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed declared effective on or before the Filing 120th calendar day following the Closing Date, (B) the any other Registration Statement is not declared effective on or before the required Effective Dateits Effectiveness Deadline, or (C) due to the action or inaction of the Company the any Registration Statement described in Section 2 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 will not be reviewed or that the Commission has no further comments, (D) 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 90 days after such written request, or (E) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective SEC but shall thereafter cease to be effective without being succeeded within twenty-five (25) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty thirty (4530) days in the aggregate per year (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date date the Registration Statement is declared effective) (each such event referred to in clauses (A) through (E) of this Section 11.4 is referred to herein as event, a "“Non-Registration Event"”), then the Company shall deliver to the holder of Registrable SecuritiesInvestor, as liquidated damages (“Liquidated Damages”), an amount equal to one and one-half percent (1.51.0%) of the aggregate purchase price paid by the Investor pursuant to the Securities Purchase Agreement for any unregistered Registrable Securities then held by the Investor and for each subsequent thirty (30) days day period (or such lesser pro-pro rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscriber which are subject to such Non-Registration Event; provided, however, that after (i) sixty (60) days, the Liquidated Damages shall be increased to two percent (2.0%) of the aggregate purchase price paid by the Investor pursuant to the Securities Purchase Agreement for any unregistered Registrable Securities then held by the Investor; and (ii) the maximum amount of Liquidated Damages shall not exceed 10% of the aggregate purchase price paid by the Investor pursuant to the Securities Purchase Agreement for any unregistered Registrable Securities then held by the Investor. The Company must may pay the Liquidated Damages in cash. The cash or through the issuance of shares of Company Common Stock (such number of shares of Common Stock to be issued determined by dividing such dollar amount of Liquidated Damages must be paid within ten (10) days after by the end Conversion Price then in effect under the Notes), the resale of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event have been registered pursuant to 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 madeStatement.

Non-Registration Events. The Company agrees and the Subscribers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and 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 90 120 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 (A) the Registration Statement is not filed on or before the Filing Date, (B) the Registration Statement is not declared effective on or before the required Effective Date, (C) due to the action or inaction of the Company 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 will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Sections 11.1(i) or 11.1(ii) Section 11.1 is not filed within 60 days after such written requestrequest (“Filing Date”), or is not declared effective within 90 120 days after such written requestrequest (“Effective Date”), or (E) 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 within twenty-five fifteen (2515) business days by an effective replacement or amended registration statement or statement) for a period of time which shall exceed forty (45) 30 days in the aggregate per year (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses (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 one and one-half two percent (1.52%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) part thereof of the principal amount Purchase Price 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 exercise owned of Warrants held record by Subscriber such holder which are subject to such Non-Registration Event. The Company must pay the Liquidated Damages in cashcash or an amount equal to 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 valued at the Conversion Price in effect on each thirty (30) day or shorter period for which Liquidated Damages are payable. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordinglyfiled. All oral or written and accounting comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten thirty (1030) business days after receipt 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 comments from the Commissionacts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Failure Liquidated Damages will not accrue nor be payable pursuant to timely respond to Commission comments is this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Liquidated Damages shall accrue and be payable Registrable Securities are transferable by the Company to the holders holder of Registrable Securities at pursuant to Rule 144(k) under the same rate and amounts set forth above calculated from the date the response was required to have been made1933 Act.

Non-Registration Events. The Company agrees that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and 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 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 If (Ai) the Registration Statement described in Section 9.1(a) is not filed on or before the Filing Date, (B) the Registration Statement is Date or not declared effective on or before the required sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within three (3) business days after of receipt by the Company or its attorneys of a written or oral communication from the Commission SEC that the Registration Statement registration statement described in Section 9.1(a) will not be reviewed reviewed, or that the Commission has no further comments, (Dii) 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 90 days after such written request, or (E) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(ivSection 9.1(a) is filed and declared effective but shall thereafter cease to be effective (without being succeeded within twenty-five (25) business days immediately by an effective replacement or amended additional registration statement or filed and declared effective) for a period of time which shall exceed forty (45) 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date date the Registration Statement is declared effective) (each such event referred to in clauses (A) through (E) of this Section 11.4 9.4 is referred to herein as a "NON-REGISTRATION EVENT"), then, for so long as such Non-Registration Event")Event shall continue, then 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 one and one-half percent (1.51%) per month for each thirty the first 45 days and two percent (302%) days per month thereafter (or prorated for partial periods) during the pendency of such lesser proNon-rata amount for any period of less than thirty (30) days) Registration Event of the principal amount of the outstanding Notes and purchase price Note issued in connection with the Offering, whether or not converted, then owned of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, and Warrant Shares issued upon conversion record by such holder or issuable as of Notes and exercise or subsequent to the occurrence of Warrants held by Subscriber which are subject to such Non-Registration Event. The Company must pay the Liquidated Damages Payments to be made pursuant to this Section shall be due and payable immediately upon demand in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payableimmediately available funds. In the event a Registration Statement Mandatory Redemption Payment is filed demanded from the Company by the Filing Date but is withdrawn prior holder pursuant to being declared effective by the CommissionSection 8.2 of this Agreement, then such Registration Statement will the Liquidated Damages described in this Section 9.4 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 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 extent that all the Common Stock included in the Registrable Securities and underlying the Securities is not included in an effective registration statement as of and after the Effective Date at the same rate conversion prices in effect from and amounts set forth above calculated from after the date the response was required to have been madeEffective Date.

Non-Registration Events. The Company agrees and the Purchasers agree that the Sellers Purchasers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and 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 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 (A) the Registration Statement is not filed on or before the Filing Date, (B) the Registration Statement is not declared effective on or before the required Effective Date, (C) due to the action or inaction of the Company 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 will not be reviewed or that the Commission has no further comments, or (D) 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 90 days after such written request, or (E) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) Registration Statement is filed and declared effective but shall thereafter cease to be effective without being succeeded within twenty-five (25) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty thirty (4530) days in the aggregate per year (defined as every rolling during any 12 month period of 365 consecutive days commencing on the Actual Effective Date (each such event referred to in clauses (A) A through (E) D of this Section 11.4 9.4 is referred to herein as a "“Non-Registration Event"”), then the Company shall deliver to the holder of Registrable Securitieseach Purchaser, as Liquidated Damages, an amount equal to one and one-half one third percent (1.51 1/3%) (to four decimal places or 0.0133) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and total purchase price of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, the Securities purchased and Warrant Shares issued upon conversion of Notes and exercise of Warrants still held by Subscriber such Purchaser pursuant to this Agreement on the first day of each thirty (30) day or shorter period for which Liquidated Damages are subject to such Non-Registration Eventcalculable. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed 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 as soon as possible, but in any event, within ten fifteen (1015) business days after receipt of comments from the Commission. Failure Notwithstanding the foregoing, the Company shall not be liable to timely respond the Purchaser under this Section 9.4 for any events or delays occurring as a consequence of the acts or omissions of the Purchasers contrary to Commission comments is the obligations undertaken by Purchasers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 9.4 nor will a Non-Registration Event be deemed to have occurred for times during which Liquidated Damages shall accrue and be payable Registrable Securities are transferable by the Company to the holders holder of Registrable Securities at pursuant to Rule 144(k) under the same rate and amounts set forth above calculated from the date the response was required to have been made1933 Act.

Non-Registration Events. The Company agrees and the Subscribers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and 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 90 days after such request, and maintained described 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 (A) the Registration Statement is not filed on or before the Filing Date, (B) the Registration Statement is not declared effective on or before the required Effective Date, (C) but due to the action or inaction of the Company the Registration Statement Company, such 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 such registration statement will not be reviewed or that the Commission has no further comments, (D) 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 90 days after such written request, or (E) 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 within twenty-five fifteen (2515) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty thirty (4530) days in the aggregate per year (defined as every rolling period of 365 consecutive days commencing on the Actual Effective Date actual effective date (each such event referred to in clauses (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 one and one-half two percent (1.52%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the principal amount Principal Amount of the outstanding Notes and purchase price of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, and Warrant Shares issued upon conversion of the Notes and exercise owned of Warrants held record by Subscriber such holder which are subject to such Non-Registration Event. The Company must may pay the Liquidated Damages in cash. The maximum amount of Liquidated Damages payable in connection with Non-Registration Event may not exceed twenty-four percent (24%). The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement registration statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement 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 registration statement must be satisfactorily responded to within ten fifteen (1015) 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 above. Notwithstanding the date foregoing, the response was required Company shall not be liable to the Subscribers 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 been madeoccurred 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 agrees and the Subscribers agree that the Sellers will suffer damages if the a required Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement 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 90 120 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 if: (A) the a required Registration Statement is not filed on or before the applicable Filing Date, , (B) the a required Registration Statement is not declared effective on or before the required applicable Effective Date, , (C) due to the action or inaction of the Company the if a 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 will not be reviewed or that the Commission has no further comments, (D) 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 90 120 days after such written request, or , (ED) any registration statement 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 within twenty-five twenty (2520) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty thirty (4530) trading days in the aggregate per year (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date Date; or (E) the Company fails to register for unrestricted resale on behalf of the Subscribers at least 120% of the amount of Common Shares issuable upon full conversion of all sums due under the Notes with respect to the Note Registration Statement and 100% of the Warrant Shares issuable upon exercise of the Warrants with respect to the Warrant Registration Statement (each such event referred to in clauses (A) A through (E) 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 one and one-half two percent (1.52%) for each thirty (30) days (or such lesser pro-rata prorated amount for any period of less than thirty (30) days) of the principal amount Purchase Price of the outstanding Notes and purchase price of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, and Warrant Shares issued upon conversion of the Notes and exercise owned of Warrants held record by Subscriber such holder which are subject to such Non-Registration Event. The Liquidated Damages payable to each Subscriber pursuant to this Section 11.4 shall not exceed ten percent (10%) of the initial principal amount of the Note issued to each such Subscriber. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordinglyfiled. 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 above. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have been madeoccurred 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 agrees and the Subscribers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and 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 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 (Ai) the Registration Statement is not filed on or before the Filing Date, (Bii) the Registration Statement is not declared effective on or before the required sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within three (3) business days after of receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) 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 90 days after such written request, or (Eiii) 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 within twenty-five fifteen (2515) business days by an effective replacement or amended registration statement or statement) for a period of time which shall exceed forty (45) 30 days in the aggregate per year (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses (Ai), (ii), (iii) through and (Eiv) 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 and one-half percent (1.5%) for each thirty days or part thereof during the initial sixty (60) days of the pendency of such Non-Registration Event and two percent (2%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) part thereof, thereafter of the principal amount Purchase Price of the outstanding Notes and purchase price Shares owned of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, and Warrant Shares issued upon conversion of Notes and exercise of Warrants held record by Subscriber such holder which are subject to such Non-Registration Event. Liquidated Damages accruing pursuant to a Non-Registration Event described in Section 11.4(ii) which is cured within thirty (30) days shall be waived, and such Non-Registration Event shall be deemed not to have occurred. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid cash within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed 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 madefiled.

Non-Registration Events. The Company agrees that the Sellers will suffer damages if the Registration Statement registration statement is not filed by the Filing Date and or is not declared effective by the Commission by the Effective Date, dates described herein 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 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. Accordinglyaccordingly, if (A) the Registration Statement is not filed on or before the Filing Date, (B) the Registration Statement is not declared effective on or before the required Effective Date, (C) due to the action or inaction of the Company the Registration Statement a registration statement is not declared effective within three (3) business five days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement registration statement will not be reviewed or that the Commission has no further comments, (DB) 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 90 one hundred and twenty(120) days after such written request, the filing of the registration statement or (EC) 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 within twenty-five two (2522) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty (45) days in the aggregate per year (defined as every rolling period of 365 three hundred and sixty-five (365) consecutive days commencing on the Actual Effective Date effective date) (each such event referred to in clauses (A) through (E) of this Section 11.4 is referred to herein as shall be a "“Non-Registration Event"”), then the Company shall deliver pay to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one and one-half two percent (1.52%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise (but excluding cashless exercise) of Warrants held by Subscriber Subscribers which are subject to such Non-Registration Event. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement registration statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement 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 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 volume limitations or other restrictions pursuant to Section 144(b)(1)(i) of the 1933 Act. Notwithstanding anything to the contrary herein, the no Liquidated Damages will be due in connection with Registrable Securities subject to a Registration Cutback.

Non-Registration Events. The Company agrees and the Subscribers agree ------------------------ that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and 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 90 days after such request, Date 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 the Placement Agent raises at least $500,000 and (Ai) the Registration Statement is not filed on or before the Filing Date, (B) the Registration Statement Date or is not declared effective on or before the required sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within three (3) business days after of receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (Dii) if or 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 90 days after such written request, or (E) 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 within twenty-five ten (2510) business days by an effective replacement or amended registration statement or statement) for a period of time which shall exceed forty (45) 30 days in the aggregate per year (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses (Ai), (ii) through and (Eiii) 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 one and one-half two percent (1.52%) for each thirty days or part thereof of the Purchase Price of the Shares and actually paid "Purchase Price" (30) days (or such lesser pro-rata amount for any period of less than thirty (30) daysas defined in the Warrants) of the principal amount of the outstanding Notes Class A Warrant Shares and purchase price of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, and Class B Warrant Shares issued or issuable upon conversion of Notes and actual exercise of Warrants held the Warrants, for the Registrable Securities owned of record by Subscriber such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. In the alternative, the Company may elect to pay the cash Liquidated Damages by delivery of free-trading, unrestricted Common Stock valued at fifty percent (50%) of the closing bid price of the Company's Common Stock for each trading day for which each Liquidated Damages is due. For non-trading days, the valuation of Common Stock to be delivered in lieu of cash Liquidated Damages shall be determined based upon the closing bid price of the Common Stock on the next succeeding trading day. Such Common Stock must be delivered on the same day that the cash Liquidated Damages would otherwise be payable. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid cash within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed 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 madedeclared effective.

Non-Registration Events. Non-Registration Events" \l 2 The Company agrees and the Purchaser agree that the Sellers Seller will suffer damages if the Registration Statement any registration statement required under Section 9.1(a) above is not filed within 30 days after written request by the Filing Date holder 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 SEC within 90 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 9 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (Ai) the Registration Statement is not filed on or before the Filing Date, (B) the Registration Statement is not declared effective on or before the required Effective Date, (C) due to the action or inaction of the Company 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 will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Sections 11.1(i) or 11.1(iiSection 9.1(a) is not filed within 60 30 days after of such written request, or is not declared effective within by the SEC on or prior to the date that is 90 days after such written request, or (Eii) the registration statement on Form SB-2 or such other form as described in Section 9.1(d) is not filed on or before the Filing Date or not declared effective on or before the sooner of the Effective Date, or within five business days of receipt by the Company of a communication from the SEC that the registration statement described in Section 9.1(d) will not be reviewed, or (iii) any registration statement described in Sections 11.1(i), 11.1(iiSection 9.1(a) or 11.1(iv(d) is filed and declared effective but shall thereafter cease to be effective (without being succeeded within twenty-five (25) business days immediately by an effective replacement or amended additional registration statement or filed and declared effective) for a period of time which shall exceed forty (45) 45 days in the aggregate per year but not more than 30 consecutive calendar days (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date date the Registration Statement is declared effective) (each such event referred to in clauses (A) through (E) of this Section 11.4 9.4 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 one and one-half two percent (1.52%) for each thirty (30) days (per month or pro rata part thereof during the pendency of such lesser proNon-rata amount for any period of less than thirty (30) days) Registration Event of the principal amount of the outstanding Notes and purchase price issued in connection with the Offering, whether or not converted, then owned of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, and Warrant Shares issued upon conversion record by such holder or issuable as of Notes and exercise or subsequent to the occurrence of Warrants held by Subscriber which are subject to such Non-Registration Event. The Company must pay the Liquidated Damages Payments to be made pursuant to this Section shall be due and payable immediately upon demand in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payableimmediately available funds. In the event a Registration Statement Mandatory Redemption Payment is filed demanded from the Company by the Filing Date but is withdrawn prior holder pursuant to being declared effective by the CommissionSection 8.2 of this Agreement, then such Registration Statement will the Liquidated Damages described in this Section 9.4 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 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 extent that all the Common Stock included in the Registrable Securities and underlying the Securities is not included in an effective registration statement as of and after the Effective Date at the same rate conversion prices in effect from and amounts set forth above calculated from after the date the response was required to have been madeEffective Date.

Non-Registration Events. The Company agrees and the Subscribers agree that the Sellers will suffer damages if the a required 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 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 if: (A) the a required Registration Statement is not filed on or before the applicable Filing Date, , (B) the a required Registration Statement is not declared effective on or before the required applicable Effective Date, or (C) due to the action or inaction of the Company the any 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 will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Sections 11.1(i) 3 or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 90 days after such written request, or (E) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) 4 is filed and declared effective but shall thereafter cease to be effective without being succeeded within twenty-five twenty (2520) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty thirty (4530) trading days in the aggregate per year (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date (each such event referred to in clauses (A) through (E) of this Section 11.4 is referred to herein as a "Non-Registration Event"), Date; then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one and one-half two percent (1.52%) for each thirty (30) days (or such lesser pro-rata prorated amount for any period of less than thirty (30) days) of the principal amount Purchase Price of the outstanding Notes and purchase price of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscriber which are subject to such Non-Registration EventRegistrable Securities. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10l0) 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 and Liquidated Damages will be calculated accordinglyfiled. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to within ten (10l0) 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 above. Liquidated Damages will not accrue nor be payable pursuant to this 5 nor will a Non-Registration Event be deemed to have been madeoccurred 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 agrees that the Sellers will suffer damages if the Registration Statement registration statement is not filed by the Filing Date and or is not declared effective by the Commission by the Effective Date, dates described herein 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 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. Accordinglyaccordingly, if (A) the Registration Statement is not filed on or before the Filing Date, (B) the Registration Statement is not declared effective on or before the required Effective Date, (C) due to the action or inaction of the Company the Registration Statement a registration statement is not declared effective within three (3) business five days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement registration statement will not be reviewed or that the Commission has no further comments, (DB) if the any registration statement described in Sections 11.1(i) or 11.1(iiSection 11.1(a) is not filed within 60 days after such written requestby the Filing Date, or is not declared effective within 90 days after such written requestby the Effective Date or any other date set forth in Section 11.1(a), or (EC) any registration statement described in Sections 11.1(i11.1(a), 11.1(ii11.1(b) or 11.1(iv11.1(c) is filed and declared effective but shall thereafter cease to be effective without being succeeded within twenty-five two (2522) business days Business Days by an effective replacement or amended registration statement or for a period of time which shall exceed forty thirty (4530) days in the aggregate per year (defined as every rolling period of 365 three hundred and sixty-five (365) consecutive days commencing on the Actual Effective Date effective date) (each such event referred to in clauses (A) through (E) of this Section 11.4 is referred to herein as shall be a "“Non-Registration Event"”), then the Company shall deliver pay to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one and one-half percent (1.5%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscriber Subscribers which are subject to such Non-Registration Event. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement registration statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement registration statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments communications received from the Commission relating to the Registration Statement a registration statement must be satisfactorily responded to within ten (10) business days Business Days after receipt of comments such communication from the Commission. Failure to timely respond to Commission comments communications 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 freely sold by the holder thereof pursuant to Rule 144(b)(1)(i) without volume limitations.

Non-Registration Events. The Company agrees and the Investors agree that the Sellers Investors will suffer damages if the Registration Statement is not filed by the Required Filing Date and not declared effective by the Commission SEC by the Required Effective DateDate or if, and any registration statement required under Section 11.1(i) or 11.1(ii) after it is declared effective, its effectiveness is not filed within 60 days after written request and declared effective by the Commission within 90 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof7.1(a), and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or before the Required Filing Date, (B) the Registration Statement is not declared effective on or before the required Required Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within three five (35) business days Trading Days after receipt by the Company or its attorneys of a written or oral communication from the Commission SEC that the Registration Statement will not be reviewed or that the Commission SEC has no further comments, (D) 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 90 days after such written request, or (E) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(ivSection 7.1(a) is filed and declared effective effective, but shall thereafter cease to be effective without being succeeded within twenty-five (25) business days by an effective replacement or amended registration statement or during the Effectiveness Period for a period of time which shall exceed forty (45) 20 days in the aggregate per year (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date date the Registration Statement is declared effective) (each such event referred to in clauses (A) A through (E) D of this Section 11.4 is referred to herein as 7.1(d), a "“Non-Registration Event"”), then the Company shall deliver to the holder of Registrable SecuritiesInvestors, as liquidated damages (“Liquidated Damages”), an amount equal to one and one-half percent (1.51.0%) of the Purchase Price of the Purchased Shares owned of record by such holder on the first business day after the Non-Registration Event and for each subsequent thirty (30) days day period (or such lesser pro-pro rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscriber which are subject to such Non-Registration Event. The maximum aggregate Liquidated Damages payable to the Investors under this Agreement shall be six percent (6.0%) of the aggregate Purchase Price paid by the Investor pursuant to this Agreement. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Required Filing Date Date, but is withdrawn prior to being declared effective by the CommissionSEC without the consent of Investors holding a majority of the Registrable Shares, 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 madefiled.

Non-Registration Events. The Company agrees Borrower and the Holder agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission SEC by the Effective Date, and any registration statement required under Section 11.1(i6.1(i) or 11.1(ii6.1(ii) is not filed within 60 days after written request and declared effective by the Commission SEC within 90 150 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 6 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or before the Filing Date, (B) the any Registration Statement is not declared effective on or before the required Effective Date, (CB) due to the action or inaction of the Company Borrower the Registration Statement is not declared effective within three (3) business days after receipt by the Company Borrower or its attorneys of a written or oral communication from the Commission SEC that the Registration Statement will not be reviewed or that the Commission SEC has no further comments, (DC) if the registration statement described in Sections 11.1(i6.1(i) or 11.1(ii6.1(ii) is not filed within 60 days after such written request, or is not declared effective within 90 150 days after such written request, or (ED) any registration statement described in Sections 11.1(i6.1(i), 11.1(ii6.1(ii) or 11.1(iv6.1(iv) is filed and declared effective but shall thereafter cease to be effective without being succeeded within twenty-five (25) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty seventy-five (4575) days in the aggregate per year (defined as every rolling period of 365 consecutive days commencing on the Actual Effective Date (each such event referred to in clauses (A) A through (E) D of this Section 11.4 6.4 is referred to herein as a "Non-Registration Event"), then the Company Borrower shall deliver to the holder of Registrable Securities, as liquidated damages (“Liquidated Damages”), an amount equal to one and one-half percent (1.51%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, and Warrant Shares shares of Common Stock issued upon conversion of Notes and exercise of Warrants held by Subscriber holders of Registrable Securities which are subject to such Non-Registration Event. The Company Borrower must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the CommissionSEC, 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 SEC relating to the Registration Statement must be satisfactorily responded to within ten twenty (1020) business days after receipt of comments from the CommissionSEC. Failure to timely respond to Commission SEC comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company Borrower 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 Except as otherwise provided herein, the Company agrees and the Subscriber agree that the Sellers Holder will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under pursuant to Sections 12.1(i) and 12.1(ii) which becomes subject to the provisions of Section 11.1(i12.1(iii) or 11.1(ii) covering all Registrable Securities is not filed within 60 days after written request and by the Holder or not declared effective by the Commission within 90 150 days after such request, and maintained in the manner and within the time periods period contemplated by Section 11 12 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (Ai) the Registration Statement is not filed on or before the Filing Date, (B) the Registration Statement is not declared effective on or before the required Effective Date, (C) due to the action or inaction of the Company 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 will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within 60 days after of such written request, or is not declared effective within 90 by the Commission on or prior to the date that is 120 days after such written request, or (Eii) any the 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 within twenty-five (25) business days immediately by an effective replacement or amended additional registration statement or filed and declared effective) for a period of time which shall exceed forty (45) 40 days in the aggregate per year but not more than 20 consecutive calendar days (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date date the Registration Statement is declared effective) (each such event referred to in clauses (Ai) through and (Eii) of this Section 11.4 is referred to herein as a "Non-Registration Event"), then then, the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one and one-half percent two (1.52%) percent for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) part thereof, of the principal amount Purchase Price of the outstanding Notes remaining unconverted and purchase price Purchase Price of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, and Warrant the Shares issued upon conversion of the Notes owned of record by such holder as of and exercise during the pendency of Warrants held by Subscriber such Non-Registration Event which are subject to such Non-Registration Event. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid cash within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed 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 agrees and the Subscribers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Required Filing Date and not declared effective by the Commission by the Required Effective DateDate or if, and any registration statement required under Section 11.1(i) or 11.1(ii) after it is declared effective, its effectiveness is not filed within 60 days after written request and declared effective by the Commission within 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 (A) the Registration Statement is not filed on or before the Required Filing Date, (B) the Registration Statement is not declared effective on or before the required Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within three seven (37) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) 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 90 days after such written request, or (E) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and Section 11 declared effective but shall thereafter cease to be effective without being succeeded within twenty-five (25) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty (45) 30 days in the aggregate per year (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date date the Registration Statement is declared effective) or more than 20 consecutive days at any one time (each such event referred to in clauses (A) A through (E) D of this Section 11.4 11(d) 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 one and one-half two percent (1.52%) of the Aggregate Cash Exercise Price of the Shares underlying the Warrants owned of record by such holder for each thirty (30) days (or such lesser pro-pro rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Purchase Shares, Legal Fee Shares, Shares, Due Diligence Warrant Shares, and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscriber which are subject to such Non-Registration Event, but in no event shall Liquidated Damages exceed 180 days of Liquidated Damages. The Company must pay the Liquidated Damages in cash, except that, subject to the conditions described below, the Company may pay the Liquidated Damages in shares of Common Stock (with each share valued at the then effective Share Purchase Price); such shares are referred to as “Payment Shares.” The Company may issue Payment Shares if, but only if the Effective Date is on or before the date which is 300 days after the Closing Date and the Registration Statement covering the Payment Shares to be issued to the Seller is then effective. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordinglyfiled. 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 above. Notwithstanding the date foregoing, the response was required Company shall not be liable to the Seller under this Section 11(d) for any events or delays occurring as a consequence of the acts or omissions of the Seller contrary to the obligations undertaken by Sellers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11d) nor will a Non-Registration Event be deemed to have been madeoccurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(D) under the 1933 Act.