Common use of Non-Registration Events Clause in Contracts

Non-Registration Events. The Company and the Purchaser agree that the Seller will suffer damages if any registration statement required under Section 9.1(a) above is not filed within 30 days after written request by the holder and not declared effective by the SEC within 90 days after such request, and maintained in the manner and within the time periods contemplated by Section 9 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Section 9.1(a) is not filed within 30 days of such written request, or is not declared effective by the SEC on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form 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 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 Section 9.1(a) or (d) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in this Section 9.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, (i) the Company shall pay in cash as Liquidated Damages to each holder of any Registrable Securities an amount equal to two percent (2%) per month or part thereof during the pendency of such Non-Registration Event of the principal of the Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event and (ii) the Conversion Price as defined in Section 2.1 of the Notes shall be reduced by 10% for each 30-day period following the Effective Date that the Registration Statement is not declared effective by the SEC. Payments to be made pursuant to this Section shall be due and payable immediately upon demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the holder pursuant to Section 8.2 of this Agreement, then 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 a Non-Registration Event to the 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 conversion prices in effect from and after the Effective Date.

Non-Registration Events. The Company and the Purchaser agree agrees that the Seller Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission within sixty (60) days after the Effective Date, and any registration statement required under Section 9.1(a11.1(i) above or 11.1(ii) is not filed within 30 ninety (90) days after written request by the holder and not declared effective by the SEC Commission within 90 one hundred eighty (180 ) days after such request, and maintained in the manner and within the time periods contemplated by Section 9 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or before the Filing Date, (B) the Registration Statement is not declared effective on or before sixty (60) days after the Effective Date, (C) due to the intentional action or inaction of the Company the Registration Statement is not declared effective within five (5) 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 Section 9.1(a11.1(i) or 11.1(ii) is not filed within 30 ninety (90) days of after such written request, or is not declared effective by the SEC on or prior to the date that is 90 within one hundred eighty (180) days after such written request, or (ii) 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 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 (iiiE) any registration statement described in Section 9.1(aSections 11.1(i), 11.1(ii) or (d11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within thirty (30) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 sixty (60) days in the aggregate per year but not more than 20 consecutive calendar days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effectiveActual Effective Date) (each such event referred to in clauses A through E of this Section 9.4 11.4 is referred to herein as a "“Non-Registration Event"”), thenthen the Company shall pay to the holder of Registrable Securities, as “Liquidated Damages”, an amount equal to one percent (1%) for so long as each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the lesser of the (i) purchase price of the outstanding Preferred Stock and (ii) purchase price of the Conversion Shares and Warrant Shares issued upon conversion of Preferred Stock and exercise (but excluding cashless exercise) of Warrants held by Subscribers which are subject to such Non-Registration Event shall continue, (i) Event. The Company may pay the Company shall pay Liquidated Damages in cash as or securities. The Liquidated Damages to must be paid within ten (10) business days after the end of each holder of any Registrable Securities an amount equal to two percent thirty (2%30) per month day period or shorter part thereof during the pendency of such Non-Registration Event of the principal of the Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event and (ii) the Conversion Price as defined in Section 2.1 of the Notes shall be reduced by 10% for each 30-day period following the Effective Date that the Registration Statement is not declared effective by the SEC. Payments to be made pursuant to this Section shall be due and payable immediately upon demand in immediately available fundswhich Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded 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 Company by Commission relating to a registration statement must be responded to within twenty (20) business days after receipt of comments from the holder pursuant Commission. Failure to Section 8.2 of this Agreement, then 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 timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the extent that all holders of Registrable Securities at the Common Stock same rate and amounts set forth above, calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without volume limitations or other restrictions pursuant to Section 144(b)(1)(i) of the ▇▇▇▇ ▇▇▇. The Company shall not be liable for Liquidated Damages under this Agreement as to any Registrable Securities which are not permitted by the Commission to be included in a Registration Statement due solely to Commission guidance from the time that it is determined that such Registrable Securities and underlying are not permitted to be registered until such time as the provisions of this Agreement as to the Registration Statements required to be filed hereunder are triggered, in which case the provisions of this Section 11.4 shall once again apply. In such case, the Liquidated Damages shall be calculated to only apply to the percentage of Registrable Securities which are permitted in accordance with Commission guidance to be included in such Registration Statement. The Company may require, from time to time, information by a holder of the Securities that is not included necessary to complete the Registration Statement in an effective registration statement as accordance with the requirements of and after the Effective Date at 1933. In the conversion prices event of the failure by such holder to comply with the Company’s request within seven (7) business days from the date of such request, the Company shall be permitted to exclude such holder from a Registration Statement without being subject to the payment of any amount of Liquidated Damages to such holder. At such time that such holder complies with the Company’s request, the Company shall use its reasonable best efforts to include such holder in effect from and after the Effective DateRegistration Statement.

Non-Registration Events. The Company and the Purchaser agree agrees that the Seller Sellers will suffer damages if any the registration statement required under Section 9.1(a) above is not filed within 30 days after written request by the holder and or is not declared effective by the SEC within 90 days after such request, Commission by the dates described herein and maintained in the manner and within the time periods contemplated by Section 9 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordinglyaccordingly, if (iA) due to the Registration Statement action or inaction of the Company a registration statement is not declared effective within five 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, (B) if the registration statement described in Section 9.1(a11.1(i) or 11.1(ii) is not filed within 30 sixty (60) days of after such written request, or is not declared effective by the SEC on or prior to the date that is 90 within one hundred and twenty (120) days after such request, or (ii) the filing of 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 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 (iiiC) any registration statement described in Section 9.1(aSections 11.1(i) or (d11.1(ii) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within twenty-two (22) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 forty (45) days in the aggregate per year but not more than 20 consecutive calendar days (defined as a every rolling period of 365 three hundred and sixty-five (365) consecutive days commencing on the date the Registration Statement is declared effectiveeffective date) (each such event referred to in this Section 9.4 is referred to herein as shall be a "“Non-Registration Event"”), then, for so long as such Non-Registration Event shall continue, (i) then the Company shall pay in cash to the holder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two percent (2%) per month for each thirty (30) days (or part thereof during such lesser pro-rata amount for any period of less than thirty (30) days) of the pendency principal amount of the outstanding New Notes and purchase price of Conversion Shares issued upon conversion of New Notes held by Subscribers which are subject to such Non-Registration Event Event. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of the principal of the Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event and each thirty (ii30) the Conversion Price as defined in Section 2.1 of the Notes shall be reduced by 10% for each 30-day period following the Effective Date that the Registration Statement is not declared effective by the SEC. Payments to be made pursuant to this Section shall be due and payable immediately upon demand in immediately available fundsor shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment registration statement is demanded filed 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 Company by Commission relating to a registration statement must be responded to within fifteen (15) business days after receipt of comments from the holder pursuant Commission. Failure to Section 8.2 of this Agreement, then 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 timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the extent that all the Common Stock included in the holders of Registrable Securities and underlying the Securities is not included in an effective registration statement as of and after the Effective Date at the conversion prices 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 effect from 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 after the Effective DateCompany shall not have to pay Liquidated Damages as the result of such cutback.

Non-Registration Events. The Company and the Purchaser Subscribers agree that the Seller 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 9.1(a11.1(i) above or 11.1(ii) is not filed within 30 60 days after Company receipt of written request by the holder and not declared effective by the SEC Commission within 90 120 days after Company receipt of such request, and maintained in the manner and within the time periods contemplated by Section 9 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or before the Filing Date, (B) is not declared effective on or before 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 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 Section 9.1(aSections 11.1(i) or 11.1(ii) is not filed within 30 60 days of after such written request, or is not declared effective by the SEC on or prior to the date that is 90 within 120 days after such written request, or (ii) 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 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 (iiiE) any registration statement described in Section 9.1(aSections 11.1(i), 11.1(ii) or (d11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 20 business days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses A through E of this Section 9.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, (i) then the Company shall pay in cash deliver to the holder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal calculated on a daily basis at a rate equivalent to two percent (2%) per month for each thirty (30) days or part thereof during the pendency of such Non-Registration Event of the principal Purchase Price of the Notes remaining unconverted and purchase price of Shares issued in connection with upon conversion of the Offering, whether or not converted, then Notes owned of record by such holder or issuable as of or subsequent which are subject to the occurrence of such Non-Registration Event and Event. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (ii10) days after the Conversion Price as defined in Section 2.1 end of the Notes shall be reduced by 10% for each thirty (30-) day period following the Effective Date that the Registration Statement is not declared effective by the SEC. Payments to be made pursuant to this Section shall be due and payable immediately upon demand in immediately available fundsor shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Company by Commission relating to the holder pursuant Registration Statement must be satisfactorily responded to Section 8.2 within ten (10) business days for non-accounting comments and within twenty (20) business days for accounting comments after receipt of this Agreement, then comments from 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 PaymentCommission. It shall be deemed 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 extent that all the Common Stock included in the holders of Registrable Securities and underlying the Securities is not included in an effective registration statement as of and after the Effective Date at the conversion prices same rate set forth above. Notwithstanding anything else in effect from and after this Section 11.4, the Effective DateCompany shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Purchaser agree that the Seller will suffer damages if any registration statement required under Section 9.1(a) above is not filed within 30 days after written request by the holder and not declared effective by the SEC within 90 days after such request, and maintained in the manner and within the time periods contemplated by Section 9 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Section 9.1(a) is not filed within 30 days of such written request, or is not declared effective by the SEC on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form 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 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 Section 9.1(a) or (d) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in this Section 9.4 is referred to herein as a "NonNON-Registration EventREGISTRATION EVENT"), then, for so long as such Non-Registration Event shall continue, (i) the Company shall pay in cash as Liquidated Damages to each holder of any Registrable Securities an amount equal to two percent (2%) per month or part thereof during the pendency of such Non-Registration Event of the principal Stated Value of the Notes Preferred Stock issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event and (ii) the Conversion Price as defined in Section 2.1 5 of the Notes Certificate of Designations shall be reduced by 10% for each 30-day period following the Effective Date that the Registration Statement is not declared effective by the SEC. Payments to be made pursuant to this Section shall be due and payable immediately upon demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the holder pursuant to Section 8.2 of this Agreement, then 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 a Non-Registration Event to the 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 conversion prices in effect from and after the Effective Date.

Non-Registration Events. The Company and the Purchaser agree that the Seller Purchaser will suffer damages if any registration statement required under Section 9.1(a) above is not filed within 30 days after written request by the holder and not declared effective by the SEC within 90 days after such request, and maintained in the manner and within the time periods contemplated by Section 9 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Section 9.1(a) is not filed within 30 days of such written request, or is not declared effective by the SEC on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 S-3 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 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 Section 9.1(a) or (d) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in this Section 9.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, (i) the Company shall pay in cash as Liquidated Damages to each holder of any Registrable Securities an amount equal to two percent (2%) per month or part thereof during the pendency of such Non-Registration Event of the initial principal amount of the Notes Note issued in connection with the Offering, whether or not converted, then owned of record by such holder and whether or issuable as of or subsequent to the occurrence of such Non-Registration Event and (ii) the Conversion Price as defined in Section 2.1 of the Notes shall be reduced by 10% for each 30-day period following the Effective Date that the Registration Statement is not declared effective by the SEC. Payments to be made pursuant to this Section shall be due and payable immediately upon demand in immediately available fundsredeemed. In the event a Mandatory Redemption Payment is demanded from the Company by the holder pursuant to Section 8.2 of this Agreement, then 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 a Non-Registration Event to the 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 conversion prices in effect from and after the Effective Date.

Non-Registration Events. The Company and the Purchaser agree that the Seller will suffer damages if any registration statement required under Section 9.1(a9.1(d) above is not filed within 30 days after written request by on or before the holder Filing Date and not declared effective by the SEC within 90 days after such requeston or before the Effective Date, and maintained in the manner and within the time periods contemplated by Section 9 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Section 9.1(a) is not filed within 30 days of such written request, or is not declared effective by the SEC on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 S-3 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 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 Section 9.1(a) or (d9.1(d) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in this Section 9.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, (i) the Company shall pay in cash as Liquidated Damages to each holder of any Registrable Securities an amount equal to two percent (2%) per month or part thereof during the pendency of such Non-Registration Event of the principal of the Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event and (ii) the Conversion Price as defined in Section 2.1 of the Notes shall be reduced by 10% for each 30-day period following the Effective Date that the Registration Statement is not declared effective by the SEC. Payments to be made pursuant to this Section shall be due and payable immediately upon demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the holder pursuant to Section 8.2 of this Agreement, then 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 a Non-Registration Event to the 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 conversion prices in effect from and after the Effective Date.

Non-Registration Events. The Company and the Purchaser agree that the Seller will suffer damages if any registration statement required under Section 9.1(a10.1(a) above is not filed within 30 60 days after written request by the holder and not declared effective by the SEC within 90 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 9 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Section 9.1(a10.1(a) is not filed within 30 60 days of such written request, or is not declared effective by the SEC on or prior to the date that is 90 120 days after such request, or (ii) the registration statement on Form SB-2 or such other form as described in Section 9.1(d10.1(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 days of receipt by the Company of a communication from the SEC that the registration statement described in Section 9.1(d10.1(d) will not be reviewed, or (iii) any registration statement described in Section 9.1(a10.1(a) or (d) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in this Section 9.4 10.4 is referred to herein as a "NonNON-Registration EventREGISTRATION EVENT"), then, for so long as such Non-Registration Event shall continue, (i) the Company shall pay in cash as Liquidated Damages to each holder of any Registrable Securities an amount equal to two percent (2%) percent per month or part thereof during the pendency of such Non-Registration Event of (i) the principal of the Notes issued in connection with the Initial Offering, whether or not converted; or (ii) the principal of the Obligation Notes actually issued, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event and (ii) the Conversion Price as defined in Section 2.1 of the Notes shall be reduced by 10% for each 30-day period following the Effective Date that the Registration Statement is not declared effective by the SECEvent. Payments to be made pursuant to this Section shall be due and payable immediately upon demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the holder pursuant to Section 8.2 9.2 of this Agreement, then the Liquidated Damages described in this Section 9.4 10.4 shall no longer accrue on the portion of the purchase price underlying the Mandatory Redemption Payment, from and after the date the holder receives the Mandatory Redemption Payment. It shall be deemed a Non-Registration Event to the 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 conversion prices in effect from and after the Effective Date.

Non-Registration Events. The Company and the Purchaser agree that the Seller will suffer damages if any registration statement required under Section 9.1(a) above is not filed within 30 days after written request by the holder and not declared effective by the SEC within 90 days after such request, and maintained in the manner and within the time periods contemplated by Section 9 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Section 9.1(a) is not filed within 30 days of such written request, or is not declared effective by the SEC on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form 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 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 Section 9.1(a) or (d) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in this Section 9.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, (i) the Company shall pay in cash as Liquidated Damages to each holder of any Registrable Securities an amount equal to two percent (2%) per month or part thereof during the pendency of such Non-Registration Event of the principal of the Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event and (ii) the Conversion Price as defined in Section 2.1 of the Notes shall be reduced by 10% for each 30-day period following the Effective Date that the Registration Statement is not declared effective by the SECEvent. Payments to be made pursuant to this Section shall be due and payable immediately upon demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the holder pursuant to Section 8.2 of this Agreement, then 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 a Non-Registration Event to the 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 conversion prices in effect from and after the Effective Date.

Non-Registration Events. The Company and the Purchaser Subscribers agree that the Seller 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 9.1(a9.1(i) above or 9.1(ii) is not filed within 30 90 days after written request by the holder and not declared effective by the SEC Commission within 90 180 days after such request, and maintained in the manner and within the time periods contemplated by Section 9 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement described in Section 9.1(a) is not filed within 30 days of such written request, or is not declared effective by the SEC on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form as described in Section 9.1(d) is not filed on or before the Filing Date or Date, (B) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within five three (3) business days of after receipt by the Company or its attorneys of a written or oral communication from the SEC Commission that the registration statement described in Section 9.1(d) Registration Statement will not be reviewedreviewed or that the Commission has no further comments, or (iiiD) any registration statement described in Section 9.1(aSections 9.1(i), 9.1(ii) or (d9.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 20 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (A) through (D) of this Section 9.4 is referred to herein as a "“Non-Registration Event"”), then, for so long as such Non-Registration Event shall continue, (i) then the Company shall pay in cash deliver to the holder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two one and one half percent (21.5%) per month for each thirty (30) days or part thereof during the pendency of such Non-Registration Event of the principal Purchase Price of the Notes issued in connection with the Offering, whether or not converted, then Units owned of record by such holder or issuable as of or subsequent which are subject to the occurrence of such Non-Registration Event and Event. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within twenty (ii20) days after the Conversion Price as defined in Section 2.1 end of the Notes shall be reduced by 10% for each thirty (30-) day period following the Effective Date that the Registration Statement is not declared effective by the SEC. Payments to be made pursuant to this Section shall be due and payable immediately upon demand in immediately available fundsor shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Company by Commission relating to the holder pursuant Registration Statement must be satisfactorily responded to Section 8.2 within ten (20) business days after receipt of this Agreement, then comments from 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 PaymentCommission. It shall be deemed 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 extent that all the Common Stock included in the holders of Registrable Securities and underlying the Securities is not included in an effective registration statement as of and after the Effective Date at the conversion prices same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 9.4 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 effect from and after 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 Registrable Securities are transferable by the Effective Dateholder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Purchaser agree that the Seller will suffer damages if any registration statement required under Section 9.1(a(a) above is not filed within 30 days after written request by the holder and not declared effective by the SEC within 90 days after such request, and maintained in the manner and within the time periods contemplated by Section 9 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if If (i) the Registration Statement described in Section 9.1(a) is not filed within 30 days of such written request, or is not declared effective by the SEC on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form 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 three business days of receipt by the Company of a communication from the SEC that the registration statement described in Section 9.1(d9.1(a) will not be reviewed, or (iiiii) any if the registration statement described in Section 9.1(a) or (d) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in this Section 9.4 is referred to herein as a "NonNON-Registration EventREGISTRATION EVENT"), then, for so long as such Non-Registration Event shall continue, (i) the Company shall pay in cash as Liquidated Damages to each holder of any Registrable Securities an amount equal to two percent (2%) per month or part thereof during the pendency of such Non-Registration Event of the principal of the Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event and (ii) the Conversion Price as defined in Section 2.1 of the Notes shall be reduced by 10% for each 30-day period following the Effective Date that the Registration Statement is not declared effective by the SECMandatory Redemption Payment Amount. Payments to be made pursuant to this Section shall be due and payable immediately upon demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the holder pursuant to Section 8.2 of this Agreement, then 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 a Non-Registration Event to the 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 conversion prices in effect from and after the Effective Date.

Non-Registration Events. The Company and the Purchaser Subscribers agree that the Seller Sellers will suffer damages if any registration statement required under Section 9.1(a) above the Registration Statement is not filed within 30 days after written request by the holder Filing Date and not declared effective by the SEC Commission by the Effective Date, and any registration statement required under Sections 10.1(i) or 10.1(ii) is not filed within 90 60 days after written request and declared effective by the Commission within 120 days after such requestfiling, and maintained in the manner and within the time periods contemplated by Section 9 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or before the Filing Date, (ii) if the Registration Statement is not declared effective on or before the Effective Date, (iii) if the Registration Statement is not declared effective within three (3) business days of receipt by the Company 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, (iv) if the Registration Statement described in Section 9.1(aSections 10.1(i) or 10.1(ii) is not filed within 30 60 days of after such written request, or is not declared effective by the SEC on or prior to the date that is within 90 days after such request, or (ii) 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 days of receipt by the Company of a communication from the SEC that the registration statement described in Section 9.1(dSections 10.1(i) will not be reviewedor 10.1(ii) is filed with the Commission, or (iiiv) any registration statement described in Section 9.1(aSections 10.1(i), 10.1(ii) or (d10.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within ten (10) business days by an additional effective replacement or amended registration statement filed and declared effectivestatement) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses (i), (ii), (iii) and (iv) of this Section 9.4 10.4 is referred to herein as a "“Non-Registration Event"”), then, for so long as such Non-Registration Event shall continue, (i) the Company shall pay in cash deliver to the holder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities an amount equal to two one percent for the first thirty (30) days and thereafter an amount equal to one and one-half percent (21.5%) per month for each thirty days or part thereof of the Purchase Price of the Shares and Warrant Shares owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event. Notwithstanding anything to the contrary in this section, a maximum of the principal of the Notes issued four percent liquidated damages will be payable in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event described in this Section and (ii) the Conversion Price as defined in Section 2.1 of the Notes provided however, no Liquidated Damages shall be reduced by 10% for each 30-day period following payable if the Effective Date that delay of the Registration Statement is not being declared effective by is due to comments from the SECCommission related to Rule 415. Payments to be made pursuant to this Section shall be due and payable immediately upon demand The Company must pay the Liquidated Damages in immediately available fundscash 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 Mandatory Redemption Payment Registration Statement is demanded filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. The Company shall use its best reasonable efforts to respond to all oral or written comments received from the Company by Commission relating to the holder pursuant to Section 8.2 of this Agreement, then Registration Statement within 20 days in connection with the Liquidated Damages described in this Section 9.4 shall no longer accrue on the portion initial filing of the purchase price underlying Registration Statement and within 10 days in connection with amendments to the Mandatory Redemption Payment, Registration Statement after receipt of such comments from and after the date the holder receives the Mandatory Redemption PaymentCommission. It shall be deemed 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 extent that all the Common Stock included in the holders of Registrable Securities and underlying the Securities is not included in an effective registration statement as of and after the Effective Date at the conversion prices same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 10.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in effect from and after this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 10.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the Effective Dateholder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Purchaser agree agrees that the Seller 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 9.1(a4.5(a)(i) above or 4.5(a)(ii) is not filed within 30 60 days after written request by the holder and not declared effective by the SEC Commission within 90 days after such request, and maintained in the manner and within the time periods contemplated by Section 9 4.5 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or 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 Section 9.1(aSections 4.5(a)(i) or 4.5(a)(ii) is not filed within 30 60 days of after such written request, or is not declared effective by the SEC on or prior to the date that is within 90 days after such written request, or (ii) 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 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 (iiiE) any registration statement described in Section 9.1(aSections 4.5(a) (i), 4.5(a)(ii) or (d4.5(a)(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within twenty-two (22) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 forty (45) days in the aggregate per year but not more than 20 consecutive calendar days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (A) through (E) of this Section 9.4 4.5(a)(vi) is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, (i) then the Company shall pay in cash deliver to the holder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two percent (2%) per month for each thirty (30) days (or part thereof during such lesser pro-rata amount for any period of less than thirty (30) days) of the pendency principal amount of the outstanding Notes and purchase price of Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Purchaser which are subject to such Non-Registration Event Event. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of the principal of the Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event and each thirty (ii30) the Conversion Price as defined in Section 2.1 of the Notes shall be reduced by 10% for each 30-day period following the Effective Date that the Registration Statement is not declared effective by the SEC. Payments to be made pursuant to this Section shall be due and payable immediately upon demand in immediately available fundsor shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment registration statement is demanded filed 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 Company by Commission relating to a registration statement must be responded to within ten (10) business days after receipt of comments from the holder pursuant Commission. Failure to Section 8.2 of this Agreement, then 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 timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the extent that all the Common Stock included in the holders of Registrable Securities and underlying the Securities is not included in an effective registration statement as of and after the Effective Date at the conversion prices 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 4.5(a)(vi) in effect from 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 after the Effective DateCompany shall not have to pay Liquidated Damages as the result of such cutback.

Non-Registration Events. The Company and the Purchaser agree that the Seller will suffer damages if any registration statement required under Section 9.1(a) above is not filed within 30 60 days after written request by the holder and not declared effective by the SEC within 90 150 days after such request, and maintained in the manner and within the time periods contemplated by Section 9 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Section 9.1(a) is not filed within 30 60 days of such written request, or is not declared effective by the SEC on or prior to the date that is 90 150 days after such request, or (ii) 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 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 Section 9.1(a) or (d) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in this Section 9.4 is referred to herein as a "NonNON-Registration REGISTRATION Event"), then, for so long as such Non-Registration Event shall continue, (i) the Company shall pay in cash as Liquidated Damages to each holder of any Registrable Securities an amount equal to two percent (2%) per month or part thereof during the pendency of such Non-Registration Event of the principal of the Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event and (ii) the Conversion Price as defined in Section 2.1 of the Notes shall be reduced by 10% for each 30-day period following the Effective Date that the Registration Statement is not declared effective by the SEC. Payments to be made pursuant to this Section shall be due and payable immediately upon demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the holder pursuant to Section 8.2 of this Agreement, then 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 a Non-Registration Event to the 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 conversion prices in effect from and after the Effective Date.

Non-Registration Events. The Company and the Purchaser Subscribers agree that the Seller Subscribers will suffer damages if any registration statement required under Section 9.1(a) above the Registration Statement is not filed within 30 days after written request by the holder Required Filing Date and not declared effective by the SEC within 90 days Commission by the Required Effective Date or if, after such requestit is declared effective, and its effectiveness is not maintained in the manner and within the time periods contemplated by Section 9 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement described in Section 9.1(a) is not filed within 30 days of such written request, or is not declared effective by the SEC on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form as described in Section 9.1(d) is not filed on or before the Required Filing Date or Date, (B) the Registration Statement is not declared effective on or before the sooner of the Required Effective Date, or within five 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 (iiiC) any registration statement described in Section 9.1(a) or (d) 9 is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 twenty (20) days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (A) through (C) of this Section 9.4 is referred to herein as 9(d), a "“Non-Registration Event"”), then, for so long as such Non-Registration Event shall continue, (i) then the Company shall pay in cash deliver to the Subscribers, as liquidated damages (“Liquidated Damages to each holder of any Registrable Securities Damages”), an amount equal to two percent (2%) per month or part thereof during the pendency of such Non-Registration Event of the principal Purchase Price of the Notes issued in connection with the Offering, whether or not converted, then Purchased Shares owned of record by such holder or issuable as of or subsequent to on the occurrence of such first business day after the Non-Registration Event and (ii) the Conversion Price as defined in Section 2.1 of the Notes shall be reduced by 10% for each subsequent thirty (30-) day period following (pro rata for any period less than thirty days) which are subject to such Non-Registration Event. The Company must pay the Effective Date that the Registration Statement is not declared effective by the SEC. Payments to be made pursuant to this Section shall be due and payable immediately upon demand Liquidated Damages in immediately available fundscash. In the event a Mandatory Redemption Payment Registration Statement is demanded from the Company filed by the holder pursuant Required Filing Date but is withdrawn prior to Section 8.2 of this Agreementbeing declared effective by the Commission, then 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 such Registration Statement will be deemed a Non-Registration Event to the extent that all the Common Stock included in the Registrable Securities and underlying the Securities is have 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 Datebeen filed.

Non-Registration Events. The Company and the Purchaser agree that the Seller Purchaser will suffer damages if any registration statement required under Section 9.1(a) above is not filed within 30 days after written request by the holder and not declared effective by the SEC within 90 days after such request, and maintained in the manner and within the time periods contemplated by Section 9 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Section 9.1(a) is not filed within 30 days of such written request, or is not declared effective by the SEC on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 S-3 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 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 Section 9.1(a) or (d) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in this Section 9.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, (i) the Company shall pay in cash as Liquidated Damages to each holder of any Registrable Securities an amount equal to two percent (2%) per month or part thereof during the pendency of such Non-Registration Event of the principal of the Notes Note issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event and (ii) the Conversion Price as defined in Section 2.1 of the Notes shall be reduced by 10% for each 30-day period following the Effective Date that the Registration Statement is not declared effective by the SECEvent. Payments to be made pursuant to this Section shall be due and payable immediately upon demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the holder pursuant to Section 8.2 of this Agreement, then 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 a Non-Registration Event to the 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 conversion prices in effect from and after the Effective Date.

Non-Registration Events. The Company and the Purchaser agree that the Seller will suffer damages if any registration statement required under Section 9.1(a) above is not filed within 30 days after written request by the holder and not declared effective by the SEC within 90 days after such request, and maintained in the manner and within the time periods contemplated by Section 9 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Section 9.1(a) is not filed within 30 days of such written request, or is not declared effective by the SEC on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form 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 Section 9.1(a) or (d) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 45 days in the aggregate per year but not more than 20 30 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in this Section 9.4 is referred to herein as a "NonNON-Registration EventREGISTRATION EVENT"), then, for so long as such Non-Registration Event shall continue, (i) the Company shall pay in cash as Liquidated Damages to each holder of any Registrable Securities an amount equal to two percent (2%) per month or pro rata part thereof during the pendency of such Non-Registration Event of the principal of the Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event and (ii) the Conversion Price as defined in Section 2.1 of the Notes shall be reduced by 10% for each 30-day period following the Effective Date that the Registration Statement is not declared effective by the SECEvent. Payments to be made pursuant to this Section shall be due and payable immediately upon demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the holder pursuant to Section 8.2 of this Agreement, then 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 a Non-Registration Event to the 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 conversion prices in effect from and after the Effective Date.

Non-Registration Events. The Company and the Purchaser Subscribers agree that the Seller will suffer damages if any registration statement required under Section 9.1(a10 (iv) above is not filed within 30 days after written request by the holder Filing Date and not declared effective by the SEC Commission by the Effective Date, and any registration statement required under Section 10(i) or 10(ii) is not filed within 90 ninety (90) days after written request and declared effective by the Commission within one hundred and fifty (150) days after such request, and maintained in the manner and within the time periods contemplated by Section 9 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Section 9.1(a) is not filed within 30 days of such written request, or is not declared effective by the SEC on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form as described in Section 9.1(d10(iv) is not filed on or before the Filing Date or is not declared effective on or before the sooner of the Effective Date, or within five (5) business days of receipt by the Company of a written or oral communication from the SEC Commission that the registration statement described in Section 9.1(d10(iv) will not be reviewed, (ii) if the registration statement described in Sections 10(i) or 10(ii) is not filed within sixty (60) days after such written request, or is not declared effective within one hundred and fifty (150) days after such written request, or (iii) any registration statement described in Section 9.1(aSections 10(i), 10(ii) or (d10(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 thirty (30) days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 three hundred and sixty-five days commencing on the date the Registration Statement is declared effective) or more than twenty (20) consecutive days (each such event referred to in clauses (i), (ii) and (iii) of this Section 9.4 12.1 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, (i) then the Company shall pay in cash deliver to the holder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two one and one-half percent (21.5%) per month for each thirty (30) days or part thereof thereof, of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event of the principal of the Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent which are subject to the occurrence of such Non-Registration Event and (ii) the Conversion Price as defined in Section 2.1 of the Notes shall be reduced by 10% for each 30-day period following the Effective Date that the Registration Statement is not declared effective by the SECEvent. Payments to be made pursuant to this Section 12.1 shall be due and payable immediately upon demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the holder pursuant to Section 8.2 of this Agreement, then 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 cash within ten (10) business days after the date the holder receives the Mandatory Redemption Paymentend of each thirty (30) day period or part thereof. It shall be deemed a Non-Registration Event to the 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 if at any time after the Effective Date at the Company has registered for unrestricted resale on behalf of each Subscriber fewer than one hundred and fifty percent (150%) of the amount of Common Stock issuable upon full conversion prices in effect from and after of all sums due under the Effective DateNotes.

Non-Registration Events. The Company and the Purchaser Purchasers agree that the Seller will suffer damages if any registration statement required under Section 9.1(a) above is not filed within 30 days after written request by the holder and not declared effective by the SEC within 90 days after such request, and maintained in the manner and within the time periods contemplated by Section 9 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Section 9.1(a) is not filed within 30 days of such written request, or is not declared effective by the SEC on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form 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 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 Section 9.1(a) or (d) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in this Section 9.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, (i) the Company shall pay in cash as Liquidated Damages to each holder of any Registrable Securities an amount equal to one percent (1%) for the first month (ratably applied for any part thereof) and two percent (2%) per month or thereafter (ratably applied for any part thereof thereof) during the pendency of such Non-Registration Event of the principal of the Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event and (ii) the Conversion Price as defined in Section 2.1 of the Notes shall be reduced by 10% for each 30-day period following the Effective Date that the Registration Statement is not declared effective by the SEC. Payments to be made pursuant to this Section shall be due and payable immediately upon demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the holder pursuant to Section 8.2 of this Agreement, then 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 a Non-Registration Event to the 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 conversion prices in effect from and after the Effective Date.

Non-Registration Events. The Company and the Purchaser agree that the Seller will suffer damages if any registration statement required under Section 9.1(a) above is not filed within 30 days after written request by the holder and not declared effective by the SEC within 90 days after such request, and maintained in the manner and within the time periods contemplated by Section 9 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if If (i) the Registration Statement described in Section 9.1(a) is not filed within 30 days of such written request, or is not declared effective by the SEC on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 S-3 or such other form as described in Section 9.1(d9.1(a) 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 three business days of receipt by the Company of a communication from the SEC that the registration statement described in Section 9.1(d9.1(a) will not be reviewed, or (iii) any if the registration statement described in Section 9.1(a) or (d) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in this Section 9.4 is referred to herein as a "NonNON-Registration EventREGISTRATION EVENT"), then, for so long as such Non-Registration Event shall continue, (i) the Company shall pay in cash as Liquidated Damages to each holder of any Registrable Securities an amount equal to one percent (1%) per month or part thereof for the first month and two percent (2%) per month or part thereof thereafter during the pendency of such Non-Registration Event of the principal Stated Value of the Notes Preferred Stock issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event and (ii) the Conversion Price as defined in Section 2.1 of the Notes shall be reduced by 10% for each 30-day period following the Effective Date that the Registration Statement is not declared effective by the SECEvent. Payments to be made pursuant to this Section shall be due and payable immediately upon demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the holder pursuant to Section 8.2 of this Agreement, then 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 a Non-Registration Event to the 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 conversion prices in effect from and after the Effective Date.

Non-Registration Events. The Company and the Purchaser Subscribers agree that the Seller will suffer damages if any registration statement required under Section 9.1(a11.1(iv) above is not filed within 30 days after written request by the holder Filing Date and not declared effective by the SEC Commission by the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 90 sixty (60) days after written request and declared effective by the Commission within one hundred and twenty (120) days after such request, and maintained in the manner and within the time periods contemplated by Section 9 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Section 9.1(a) is not filed within 30 days of such written request, or is not declared effective by the SEC on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form as described in Section 9.1(d11.1(iv) is not filed on or before the Filing Date or is not declared effective on or before the sooner of the Effective Date, or within five (5) business days of receipt by the Company of a written or oral communication from the SEC Commission that the registration statement described in Section 9.1(d11.1(iv) will not be reviewed, (ii) if the registration statement described in Sections 11.1(i) or 11.1(ii) is not filed within sixty (60) days after such written request, or is not declared effective within one hundred and twenty (120) days after such written request, or (iii) any registration statement described in Section 9.1(aSections 11.1(i), 11.1(ii) or (d11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 thirty (30) days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 three hundred and sixty-five days commencing on the date the Registration Statement is declared effective) or more than twenty (20) consecutive days (each such event referred to in clauses (i), (ii) and (iii) of this Section 9.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, (i) then the Company shall pay in cash deliver to the holder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two percent (2%) per month for each thirty (30) days or part thereof thereof, of the greater of (i) the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, or (ii) the closing price of the Company's common stock on the last day of each period for which Liquidated Damages are payable, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event of the principal of the Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent which are subject to the occurrence of such Non-Registration Event and (ii) the Conversion Price as defined in Section 2.1 of the Notes shall be reduced by 10% for each 30-day period following the Effective Date that the Registration Statement is not declared effective by the SECEvent. Payments to be made pursuant to this Section 11.4 shall be due and payable immediately upon demand in immediately available funds. In cash within ten (10) business days after the event a Mandatory Redemption Payment is demanded from the Company by the holder pursuant to Section 8.2 end of this Agreement, then the each thirty (30) day period or part thereof for which 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 Paymentare payable. It shall be deemed a Non-Registration Event to the 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 if at any time after the Effective Date at the Company has registered for unrestricted resale on behalf of each Subscriber fewer than one hundred and fifty percent (150%) of the amount of Common Stock issuable upon full conversion prices in effect from and after of all sums due under the Effective DateNotes.

Non-Registration Events. The Company and the Purchaser agree agrees that the Seller Sellers will suffer damages if the Registration Statement required to be filed pursuant to Sections 11.1(iv) and 11.1(v) 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 9.1(a11.1(i) above or 11.1(ii) is not filed within 30 60 days after written request by the holder and not declared effective by the SEC Commission within 90 120 days after such request, request and maintained in the manner and within the time periods contemplated by Section 9 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) a Registration Statement required to be filed pursuant to Sections 11.1(iv) and 11.1(v) is not filed on or before the Filing Date, (B) a Registration Statement required to be filed pursuant to Sections 11.1(iv) and 11.1(v) is not declared effective on or before the required Effective Date, (C) due to the action or inaction of the Company 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 Section 9.1(aSections 11.1(i) or 11.1(ii) is not filed within 30 60 days of after such written request, or is not declared effective by the SEC on or prior to the date that is 90 within 120 days after such requestwritten request for registration, or (ii) 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 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 (iiiE) any registration statement described in Section 9.1(aSections 11.1(i), 11.1(iv) or (d11.1(v) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within 20 business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 20 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a every rolling period of 365 consecutive days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses A through E of this Section 9.4 11.4 is referred to herein as a "“Non-Registration Event"”), then, for so long as such Non-Registration Event shall continue, (i) then the Company shall pay in cash deliver to the holder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two percent (2%) per month for each 30 days (or part thereof during such lesser pro-rata amount for any period of less than 30 days) of the pendency principal amount of the outstanding Notes and purchase price of Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscriber which are subject to such Non-Registration Event of (collectively the principal of the Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent “Aggregate Purchase Price”). The maximum Liquidated Damages payable to the occurrence of such Non-Registration Event and (ii) the Conversion Price as defined in Section 2.1 of the Notes shall be reduced by 10% for each 30-day period following the Effective Date that the Registration Statement is not declared effective by the SEC. Payments to be made Subscriber pursuant to this Section 11.4 shall not exceed eighteen percent (18%) of each such Subscriber’s Aggregate Purchase Price. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be due and payable immediately upon demand in immediately available fundspaid within 10 days after the end of each 30 day period or shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded 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 Company by Commission relating to the holder pursuant Registration Statement must be satisfactorily responded to Section 8.2 within 10 business days after receipt of this Agreement, then comments from 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 PaymentCommission. It shall be deemed 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 extent that all the Common Stock included in the holders of Registrable Securities and underlying the Securities is not included in an effective registration statement as of and after the Effective Date at the conversion prices in effect same rate and amounts set forth above calculated from and after the Effective Datedate the response was required to have been made.

Non-Registration Events. The Company Borrower and the Purchaser Holder agree that the Seller Holder will suffer damages if any registration statement required under Section 9.1(a3.1(a) above is not filed within 30 60 days after written request by the holder and not declared effective by the SEC within 90 180 days after such requestfiling, and maintained in the manner and within the time periods contemplated by Section 9 Article 3 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Section 9.1(a3.1(a) is not filed within 30 60 days of such written request, or is not declared effective by the SEC on or prior to the date that is 90 180 days after such requestfiling, or (ii) the registration statement on Form SB-2 or such other form as described in Section 9.1(d3.1(b) 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 days of receipt by the Company Borrower of a communication from the SEC that the registration statement described in Section 9.1(d3.1(b) will not be reviewed, or (iii) any registration statement described in Section 9.1(a3.1(a) or (db) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 60 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in this Section 9.4 3.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, (i) the Company Borrower shall pay in cash as Liquidated Damages to each holder of any Registrable Securities an amount equal to two one percent (21%) per month or part thereof during the pendency of such Non-Registration Event of the principal of the Notes issued in connection with the Offeringthis Note, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event and (ii) the Conversion Price as defined in Section 2.1 of the Notes shall be reduced by 10% for each 30-day period following the Effective Date that the Registration Statement is not declared effective by the SECEvent. Payments to be made pursuant to this Section shall be due and payable immediately upon demand paid at the Borrower's option at the end of any such month in (x) cash by payment of immediately available funds. In funds or (y) by adding the event a Mandatory Redemption Payment is demanded from the Company by the holder pursuant to Section 8.2 of this Agreement, then the aggregate amount us such Liquidated Damages described in this Section 9.4 shall no longer accrue on to the portion principal amount of the purchase price underlying the Mandatory Redemption Payment, from and after the date the holder receives the Mandatory Redemption PaymentNote. It shall be deemed a Non-Registration Event to the 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 conversion prices in effect from and after the Effective Date.

Non-Registration Events. The Company and the Purchaser agree that the Seller will suffer damages if any registration statement required under Section 9.1(a) above is not filed within 30 60 days after written request by the holder and not declared effective by the SEC within 90 180 days after such requestfiling, and maintained in the manner and within the time periods contemplated by Section 9 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Section 9.1(a) is not filed within 30 60 days of such written request, or is not declared effective by the SEC on or prior to the date that is 90 180 days after such requestfiling, or (ii) the registration statement on Form SB-2 or such other form as described in Section 9.1(d9.1(b) 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 days of receipt by the Company of a communication from the SEC that the registration statement described in Section 9.1(d9.1(b) will not be reviewed, or (iii) any registration statement described in Section 9.1(a) or (db) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 60 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in this Section 9.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, (i) the Company shall pay in cash as Liquidated Damages to each holder of any Registrable Securities an amount equal to two one percent (21%) per month or part thereof during the pendency of such Non-Registration Event of the principal of the Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event and (ii) the Conversion Price as defined in Section 2.1 of the Notes shall be reduced by 10% for each 30-day period following the Effective Date that the Registration Statement is not declared effective by the SECEvent. Payments to be made pursuant to this Section shall be due and payable immediately upon demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the holder pursuant to Section 8.2 of this Agreement, then 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 a Non-Registration Event to the 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 conversion prices in effect from and after the Effective Date.

Non-Registration Events. The Company and the Purchaser Subscribers agree that the Seller 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 9.1(a11.1(i) above or 11.1(ii) is not filed within 30 60 days after written request by the holder and not declared effective by the SEC Commission within 90 120 days after such requestrequest or, if later, within 240 calendar days after the Closing Date with respect to any Registration Statement required under Section 11.1(ii), and maintained in the manner and within the time periods contemplated by Section 9 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or before the Filing Date, (B) is not declared effective on or before 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 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 which time will be reasonably extended if the Company is required to amend the Registration Statement to include additional financial statements, (D) if the registration statement described in Section 9.1(aSections 11.1(i) or 11.1(ii) is not filed within 30 60 days of after such written request, or is not declared effective by the SEC on or prior to the date that is 90 within 120 days after such requestwritten request or, if later, within 240 calendar days after the Closing Date with respect to any Registration Statement required under Section 11.1(ii), or (ii) 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 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 (iiiE) any registration statement described in Section 9.1(aSections 11.1(i), 11.1(ii) or (d11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within twenty (20) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses (A) through (E) of this Section 9.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, (i) then the Company shall pay in cash deliver to the holder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal to two percent (2%) per month for each thirty (30) days or part thereof during the pendency of such Non-Registration Event of the principal Purchase Price of the Notes Preferred Stock remaining unconverted and purchase price of Shares issued upon conversion of the Obligation Amount (as defined in connection with the Offering, whether or not converted, then Certificate of Designation) owned of record by such holder or issuable as of or subsequent which are subject to the occurrence of such Non-Registration Event and until such time as the Non-Registration Event is cured. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (ii10) days after the Conversion Price as defined in Section 2.1 end of the Notes shall be reduced by 10% for each thirty (30-) day period following the Effective Date that the Registration Statement is not declared effective by the SEC. Payments to be made pursuant to this Section shall be due and payable immediately upon demand in immediately available fundsor shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Company by Commission relating to the holder pursuant Registration Statement must be satisfactorily responded to Section 8.2 within fifteen (15) business days after receipt of this Agreement, then comments from 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 PaymentCommission. It shall be deemed 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 extent that all the Common Stock included in the holders of Registrable Securities and underlying the Securities is not included in an effective registration statement as of and after the Effective Date at the conversion prices same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the material obligations undertaken by Subscribers in effect from and after this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the Effective Dateholder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

Non-Registration Events. The Company and the Purchaser Subscribers agree that the Seller 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 9.1(a11.1(i) above or 11.1(ii) is not filed within 30 60 days after Company receipt of written request by the holder and not declared effective by the SEC Commission within 90 120 days after Company receipt of such request, and maintained in the manner and within the time periods contemplated by Section 9 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or before the Filing Date, (B) is not declared effective on or before 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 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 Section 9.1(aSections 11.1(i) or 11.1(ii) is not filed within 30 60 days of after such written request, or is not declared effective by the SEC on or prior to the date that is 90 within 120 days after such written request, or (ii) 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 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 (iiiE) any registration statement described in Section 9.1(aSections 11.1(i), 11.1(ii) or (d11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately within fifteen (15) business days by an additional effective replacement or amended registration statement filed and declared effective) or for a period of time which shall exceed 30 business days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) Actual Effective Date (each such event referred to in clauses A through E of this Section 9.4 11.4 is referred to herein as a "Non-Registration Event"), then, for so long as such Non-Registration Event shall continue, (i) then the Company shall pay in cash deliver to the holder of Registrable Securities, as Liquidated Damages to each holder of any Registrable Securities Damages, an amount equal calculated on a daily basis at a rate equivalent to one percent (1%) for the first thirty (30) days or part thereof, and two percent (2%) per month for each thirty (30) days or part thereof during the pendency of such Non-Registration Event thereof, thereafter, of the principal Purchase Price of the Notes remaining unconverted and purchase price of Shares issued in connection with upon conversion of the Offering, whether or not converted, then Notes and exercise of Warrants owned of record by such holder or issuable as of or subsequent which are subject to the occurrence of such Non-Registration Event and Event. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (ii10) days after the Conversion Price as defined in Section 2.1 end of the Notes shall be reduced by 10% for each thirty (30-) day period following the Effective Date that the Registration Statement is not declared effective by the SEC. Payments to be made pursuant to this Section shall be due and payable immediately upon demand in immediately available fundsor shorter part thereof for which Liquidated Damages are payable. In the event a Mandatory Redemption Payment Registration Statement is demanded filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. All oral or written comments received from the Company by Commission relating to the holder pursuant Registration Statement must be satisfactorily responded to Section 8.2 within fifteen (15) business days for non-accounting comments and within twenty-two (22) business days for accounting comments after receipt of this Agreement, then comments from 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 PaymentCommission. It shall be deemed 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 extent that all the Common Stock included in the holders of Registrable Securities and underlying the Securities is not included in an effective registration statement as of and after the Effective Date at the conversion prices same rate set forth above. Notwithstanding anything else in effect from and after this Section 11.4, the Effective Date.Company shall not be liable to the Subscriber under this Section

Non-Registration Events. The Company and the Purchaser agree that the Seller Purchaser will suffer damages if any registration statement required under Section 9.1(a) above is not filed within 30 60 days after written request by the holder and not declared effective by the SEC within 90 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 9 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Section 9.1(a) is not filed within 30 60 days of such written request, or is not declared effective by the SEC on or prior to the date that is 90 120 days after such request, or (ii) 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 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 Section 9.1(a) or (d) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 60 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in this Section 9.4 is referred to herein as a "NonNON-Registration EventREGISTRATION EVENT"), then, for so long as such Non-Registration Event shall continue, (i) the Company shall pay in cash as Liquidated Damages to each holder of any Registrable Securities the Purchaser an amount equal to two percent (2%) per month or part thereof during the pendency of such Non-Registration Event of the principal of the Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event Purchaser and (ii) the Conversion Price as defined in Section 2.1 of the Notes shall be reduced by 10% for each 30-day period following the Effective Date that the Registration Statement is not declared effective by the SEC. Payments to be made pursuant to this Section shall be due and payable immediately upon demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the holder pursuant to Section 8.2 of this Agreement, then 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 Purchaser receives the Mandatory Redemption Payment. It shall be deemed a Non-Registration Event to the 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 conversion prices in effect from and after the Effective Date.