Common use of Non-Registration Events Clause in Contracts

Non-Registration Events. The Company and the Purchasers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and the registration statement required under Section 7 is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 7 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or before the Filing Date, (B) 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, or (D) the registration statement described in Section 7 is filed and declared effective but shall thereafter cease to be effective without being succeeded within fifteen (15) business days by an effective replacement or amended registration statement or for a period of time which shall exceed thirty (30) days in the aggregate per year (defined as every rolling period of 365 consecutive days commencing on the Actual Effective Date (each such event referred to in clauses A through D of this Section 7.4 is referred to herein as a “Non-Registration Event”), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one and one third percent (1 1/3%) (to four decimal places or 0.0133) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price of the outstanding Common Stock which are subject to such Non-Registration Event on the first day of each thirty (30) day or shorter period for which Liquidated Damages are calculable. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to as soon as possible, but in any event, within fifteen (15) business days after receipt of comments from the Commission. Notwithstanding the foregoing, the Company shall not be liable to the Purchaser under this Section 7.4 for any events or delays occurring as a consequence of the acts or omissions of the Purchasers contrary to the obligations undertaken by Purchasers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 7.4 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 Purchasers Subscribers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and the registration statement required under Section 7 is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 7 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (Ai) the Registration Statement is not filed on or before the Filing Date, (Bii) the Registration Statement is not declared effective on or before the Effective Date, or (Ciii) due to the action or inaction of the Company the Registration Statement is not declared effective within three five (35) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, or (Div) the registration statement described in Section 7 Registration Statement is filed and declared effective but shall thereafter cease to be effective (without being succeeded within fifteen ten (1510) business days by an effective replacement or amended registration statement or statement) for a period of time which shall exceed thirty (30) 30 days in the aggregate per year (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses A through D (i), (ii), (iii) and (iv) of this Section 7.4 10.4 is referred to herein as a “"Non-Registration Event”"), then for each thirty (30) days of the pendency of such Non-Registration Event, the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one and one third one-half percent (1 1/31.5%) (to four decimal places or 0.0133) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price of the outstanding Common Stock 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 on the first day of each thirty (30) day or shorter period for which Event. Liquidated Damages are calculablepayable in connection with a Filing Date Non-Registration Event will be waived if the Actual Filing Date occurs within forty five (45) days after the Closing Date. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid cash within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordinglyfiled. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to as soon as possible, but in any event, within fifteen (15) business days after receipt of comments from the Commissiondays. Notwithstanding the foregoing, the Company shall not be liable Failure to the Purchaser under this Section 7.4 for any events or delays occurring as a consequence of the acts or omissions of the Purchasers contrary to the obligations undertaken by Purchasers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 7.4 nor will timely respond is a Non-Registration Event for which Liquidated Damages will accrue and be deemed to have occurred for times during which Registrable Securities are transferable payable by the holder Company to the holders of Registrable Securities pursuant to Rule 144(k) under at the 1933 Actsame rate set forth above.

Non-Registration Events. The Company and the Purchasers Subscribers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and the any registration statement required under Section 7 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 7 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or before the Filing Date, (B) 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, or (D) if the registration statement described in Section 7 Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (E) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective without being succeeded within fifteen (15) business days by an effective replacement or amended registration statement or for a period of time which shall exceed thirty (30) 30 days in the aggregate per year (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date (each such event referred to in clauses A through D E of this Section 7.4 11.4 is referred to herein as a “Non-Registration Event”), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damagesliquidated damages, an amount equal to one and one third percent (1 1/31%) (to four decimal places or 0.0133) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) part thereof of the Purchase Price Aggregate Principal Amount of the outstanding Common Stock Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and exercise of Warrants owned of record by such holder which are subject to such Non-Registration Event on the first day of each thirty (30) day or shorter period for which “Liquidated Damages are calculableDamages”). The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordinglyfiled. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to as soon as possible, but in any event, within fifteen ten (1510) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Purchaser Subscriber under this Section 7.4 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Purchasers Subscribers contrary to the obligations undertaken by Purchasers Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 7.4 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 Purchasers agree agrees that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and the any registration statement required under Section 7 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 150 days after such request, and maintained in the manner and within the time periods contemplated by Section 7 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or before the Filing Date, (B) the Registration Statement is not declared effective on or before the required Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within three (3) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, or (D) if the registration statement described in Section 7 Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (E) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective without being succeeded within fifteen twenty-five (1525) business days by an effective replacement or amended registration statement or for a period of time which shall exceed thirty forty (3045) days in the aggregate per year (defined as every rolling period of 365 consecutive days commencing on the Actual Effective Date Date) (each such event referred to in clauses A through D E of this Section 7.4 11.4 is referred to herein as a “"Non-Registration Event”"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one and one third two percent (1 1/32%) (to four decimal places or 0.0133) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price principal amount of the outstanding Common Stock Notes and purchase price of Shares and Warrant Shares issued upon conversion of Notes and exercise (but excluding cashless exercise) of Warrants held by Subscriber which are subject to such Non-Registration Event on , not to exceed a maximum amount of liquidated damages of 15% of the first day purchase price of each thirty (30) day or shorter period for which Liquidated Damages are calculableShares and Warrant Shares. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to the Registration Statement a registration statement must be satisfactorily responded to as soon as possible, but in any event, within fifteen ten (1510) business days after receipt of comments from the Commission. Notwithstanding the foregoing, Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company shall not be liable to the Purchaser under this Section 7.4 for any events or delays occurring as a consequence holders of Registrable Securities at the acts or omissions of same rate and amounts set forth above calculated from the Purchasers contrary date the response was required to the obligations undertaken by Purchasers in this Agreementhave been made. Liquidated Damages will shall not accrue nor be payable pursuant to this Section 7.4 nor 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without restriction pursuant to Section 144(b)(1)(i) of the 1933 Act. Notwithstanding the registration obligations set forth in this Section 11.4, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale on a single registration statement, the Company agrees to promptly (i) inform the Subscriber thereof and will promptly file amendments to the initial Registration Statement as required by the Commission and/or (ii) withdraw the initial Registration Statement and file a Non-new registration statement (a “New Registration Event Statement”), in either case covering the maximum number of Registrable Securities permitted to be deemed registered by the Commission, on Form S-1 or such other form available to have occurred register for times during resale the Registrable Securities; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Further, unless Subscriber notifies the Company otherwise, with respect to any Registrable Securities that are required to be reduced, the Registrable Securities shall be reduced first by the Warrant Shares and second by the Shares. In the event the Company is required to amend the Registration Statement or files a New Registration Statement pursuant to SEC Guidance, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). The Company shall not be liable for Liquidated Damages under this Agreement as to any Registrable Securities which are not permitted by the Commission to be included in a Registration Statement due solely to SEC Guidance from the time that it is determined that such Registrable Securities are transferable by not permitted to be registered until such time as the holder provisions of this Agreement as to the Remainder Registration Statements required to be filed hereunder are triggered which in no event shall be later than 5 days are SEC Guidance permits, 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 pursuant which are permitted in accordance with SEC Guidance to Rule 144(kbe included in such Registration Statement. The Company may require, from time to time, information from the Subscriber that is necessary to complete the Registration Statement in accordance with the requirements of the Securities Act. In the event of the failure by such Subscriber to comply with the Company’s request within fifteen (15) under days from the 1933 Actdate of such request, the Company shall be permitted to withhold filing the Registration Statement, without being subject to the payment of Liquidated Damages to the Subscriber. At such time that the Subscriber complies with the Company’s request the Company shall immediately file the Registration Statement.

Non-Registration Events. The Company and the Purchasers Subscribers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and the registration statement required under Section 7 is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 7 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (Ai) the Registration Statement is not filed on or before the Filing Date, (Bii) the Registration Statement is not declared effective on or before the Effective Date, or (Ciii) due to the action or inaction of the Company the Registration Statement is not declared effective within three (3) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, or (Div) the registration statement described in Section 7 Registration Statement is filed and declared effective but shall thereafter cease to be effective (without being succeeded within fifteen ten (1510) business days by an effective replacement or amended registration statement or statement) for a period of time which shall exceed thirty (30) 30 days in the aggregate per year (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses A through D (i), (ii), (iii) and (iv) of this Section 7.4 10.4 is referred to herein as a “Non-Registration Event”), then for each thirty (30) days of the pendency of such Non-Registration Event, the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one and one third percent (1 1/31%) (to four decimal places or 0.0133) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price of the outstanding Common Stock 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 on the first day of each thirty (30) day or shorter period for which Liquidated Damages are calculableEvent. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid cash within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordinglyfiled. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to as soon as possible, but in any event, within fifteen (15) business days after receipt of comments from the Commissiondays. Notwithstanding the foregoing, the Company shall not be liable Failure to the Purchaser under this Section 7.4 for any events or delays occurring as a consequence of the acts or omissions of the Purchasers contrary to the obligations undertaken by Purchasers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 7.4 nor will timely respond is a Non-Registration Event for which Liquidated Damages will accrue and be deemed to have occurred for times during which Registrable Securities are transferable payable by the holder Company to the holders of Registrable Securities pursuant to Rule 144(k) under at the 1933 Actsame rate set forth above.

Non-Registration Events. The Company and the Purchasers Subscribers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and the any registration statement required under Section 7 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 7 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or before the Filing Date, (B) 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, or (D) if the registration statement described in Section 7 Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (E) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective without being succeeded within fifteen (15) business days by an effective replacement or amended registration statement or for a period of time which shall exceed thirty (30) 30 days in the aggregate per year (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date (each such event referred to in clauses A through D E of this Section 7.4 11.4 is referred to herein as a “"Non-Registration Event”"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one and one third two percent (1 1/32%) (to four decimal places or 0.0133) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) part thereof of the Purchase Price of the outstanding Common Stock Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes owned of record by such holder which are subject to such Non-Registration Event on the first day of each thirty (30) day or shorter period for which Liquidated Damages are calculableEvent. The Company must pay the Liquidated Damages in cashcash or at the Company’s election with registered shares of Common stock valued at one-half of the Conversion Price in effect on the first trading day of each thirty day or shorter period for which liquidated damages are payable. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordinglyfiled. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to as soon as possible, but in any event, within fifteen ten (1510) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Purchaser Subscriber under this Section 7.4 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Purchasers Subscribers contrary to the obligations undertaken by Purchasers Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 7.4 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act. The Company acknowledges that it is a Non-Registration Event if the Company does not have sufficient shares as required by this Agreement included in a Registration Statement prior to or after effectiveness of the Registration Statement.

Non-Registration Events. The Company and the Purchasers Subscribers agree that the Sellers will suffer damages if the any Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and the any registration statement required under Section 7 11.1 is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 7 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the any Registration Statement is not filed on or before the Filing Date, (B) 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 any Registration Statement will not be reviewed or that the Commission has no further comments, or (D) if the registration statement described in Section 7 Sections 11.1 is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (E) any registration statement described in Sections 11 is filed and declared effective but shall thereafter cease to be effective without being succeeded within fifteen (15) business days by an effective replacement or amended registration statement Registration Statement or for a period of time which shall exceed thirty (30) days in the aggregate per year (defined as every rolling period of 365 consecutive days commencing on the Actual Effective Date (each such event referred to in clauses A through D E of this Section 7.4 11.4 is referred to herein as a “"Non-Registration Event”"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one and one third two percent (1 1/32%) (to four decimal places or 0.0133) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price Principal Amount of the outstanding Common Stock Notes and purchase price of Shares issued upon conversion of the Notes owned of record by such holder which are subject to such Non-Registration Event on the first day of each thirty (30) day or shorter period for which Liquidated Damages are calculableEvent. The Company must may pay the Liquidated Damages in cash. The maximum amount of Liquidated Damages payable in connection with Non-Registration Event may not exceed twenty-four percent (24%). The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to as soon as possible, but in any event, within fifteen (15) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Purchaser Subscriber under this Section 7.4 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Purchasers Subscribers contrary to the obligations undertaken by Purchasers Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 7.4 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 Purchasers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and If (i) the registration statement required under on Form S-3 or such other form as described in Section 7 is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 7 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A9.1(a) the Registration Statement is not filed on or before the Filing Date, (B) is Date or 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 three (3) business days after of receipt by the Company or its attorneys of a written or oral communication from the Commission SEC that the Registration Statement will not be reviewed or that the Commission has no further comments, or (D) the registration statement described in Section 7 9.1(a) will not be reviewed, or (iii) if the registration statement described in Section 9.1(a) is filed and declared effective but shall thereafter cease to be effective (without being succeeded within fifteen (15) business days immediately by an effective replacement or amended additional registration statement or filed and declared effective) for a period of time which shall exceed thirty (30) 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date date the Registration Statement is declared effective) (each such event referred to in clauses A through D of this Section 7.4 9.4 is referred to herein as a “Non-Registration Event”), then then, for so long as such Non-Registration Event shall continue, the Company shall deliver pay in cash as Liquidated Damages to the each holder of any Registrable Securities, as Liquidated Damages, Securities an amount equal to one and one third percent (1 1/31%) per month (to four decimal places or 0.0133prorated accordingly for parts thereof) for each thirty (30) days (or such lesser pro-rata amount for any period during the pendency of less than thirty (30) days) of the Purchase Price of the outstanding Common Stock which are subject to such Non-Registration Event on of the first day Stated Value of each thirty (30) day the Preferred Stock issued in connection with the Offering, whether or shorter period for which Liquidated Damages are calculable. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commissionnot converted, then owned of record by such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral holder or written comments received from the Commission relating issuable as of or subsequent to the occurrence of such Non-Registration Statement must be satisfactorily responded to as soon as possibleEvent, but no in any event, within fifteen (15) business days after receipt of comments from event more than 130% the Commission. Notwithstanding the foregoing, the Company shall not be liable to the Purchaser under this Section 7.4 for any events or delays occurring as a consequence unpaid Stated Value of the acts or omissions of the Purchasers contrary Preferred Stock. Payments to the obligations undertaken by Purchasers in this Agreement. Liquidated Damages will not accrue nor be payable made pursuant to this Section 7.4 nor will shall be due and payable immediately upon demand in immediately available funds. 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. Failure by the Company to pay the Liquidated Damages as and when due shall be deemed to have occurred an Event of Default for times during which Registrable Securities are transferable by the holder purposes of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.this Section 9.4

Non-Registration Events. The Company and the Purchasers agree that the Sellers will suffer damages if If (i) the Registration Statement described in Section 9.1(a) is not filed by the Filing Date and within 30 days of such written request, or is not declared effective by the Commission by SEC on or prior to the Effective Date, and the registration statement required under Section 7 date that is not filed within 60 days after written request and declared effective by the Commission within 120 90 days after such request, and maintained in the manner and within the time periods contemplated by Section 7 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if or (Aii) the Registration Statement 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, (B) is Date or not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction within five days of the Company the Registration Statement is not declared effective within three (3) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission SEC that the Registration Statement will not be reviewed or that the Commission has no further comments, or (D) the registration statement described in Section 7 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 within fifteen (15) business days immediately by an effective replacement or amended additional registration statement or filed and declared effective) for a period of time which shall exceed thirty (30) 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date date the Registration Statement is declared effective) (each such event referred to in clauses A through D of this Section 7.4 9.4 is referred to herein as a “"Non-Registration Event”"), then the Company shall deliver to the holder of Registrable Securitiesthen, for so long as Liquidated Damages, an amount equal to one and one third percent (1 1/3%) (to four decimal places or 0.0133) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price of the outstanding Common Stock which are subject to such Non-Registration Event on shall continue, the first day of each thirty (30) day or shorter period for which Company shall pay in cash as Liquidated Damages are calculable. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten to each holder of any Registrable Securities an amount equal to two percent (102%) days after the end of each thirty (30) day period per month or shorter part thereof for which Liquidated Damages are payableduring the pendency of such Non-Registration Event of the principal of the 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. Payments to be made pursuant to this Section shall be due and payable immediately upon demand in immediately available funds. In the event a Registration Statement Mandatory Redemption Payment is filed demanded from the Company by the Filing Date but is withdrawn prior holder pursuant to being declared effective by the CommissionSection 8.2 of this Agreement, then such Registration Statement will the Liquidated Damages described in this Section 9.4 shall no longer accrue on the portion of the purchase price underlying the Mandatory Redemption Payment, from and after the date the holder receives the Mandatory Redemption Payment. It shall be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to as soon as possible, but in any event, within fifteen (15) business days after receipt of comments from the Commission. Notwithstanding the foregoing, the Company shall not be liable to the Purchaser under this Section 7.4 for any events or delays occurring as a consequence of the acts or omissions of the Purchasers contrary to the obligations undertaken by Purchasers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 7.4 nor will a Non-Registration Event be deemed to have occurred for times during which the extent that all the Common Stock included in the Registrable Securities are transferable by and underlying the holder Securities is not included in an effective registration statement as of Registrable Securities pursuant to Rule 144(k) under and after the 1933 ActEffective Date at the conversion prices in effect from and after the Effective Date.

Non-Registration Events. The Company and the Purchasers Subscribers agree that the Sellers Subscribers 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 the registration statement required under Section 7 is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 7 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (Ai) the Registration Statement is not filed on or before the Filing Date, (B) Date or 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 three (3) business days after of receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further commentsreviewed, or (Dii) the any registration statement described in Section 7 Sections 11.1(i) is filed and declared effective but shall thereafter cease to be effective (without being succeeded within fifteen ten (1510) business days by an effective replacement or amended registration statement or statement) for a period of time which shall exceed thirty (30) 30 days in the aggregate per year (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses A through D (i) and (ii) of this Section 7.4 11.4 is referred to herein as a “Non-Registration Event”), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damagesliquidated damages, an amount equal to one and one third percent (1 1/31%) (to four decimal places or 0.0133) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) part thereof of the Purchase Price of the outstanding Common Stock Shares and actually paid “Purchase Price” (as defined in the Warrants) of Warrant Shares issued or issuable upon actual exercise of the Warrants, for the Registrable Securities owned of record by such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event on the first day of each thirty (30) day or shorter period for which Liquidated Damages are calculableEvent. The Company must pay the Liquidated Damages liquidated damages in cash. The Liquidated Damages must be paid cash within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to as soon as possible, but in any event, within fifteen (15) business days after receipt of comments from the Commission. Notwithstanding the foregoing, the Company shall not be liable to the Purchaser under this Section 7.4 for any events or delays occurring as a consequence of the acts or omissions of the Purchasers contrary to the obligations undertaken by Purchasers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 7.4 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 Actfiled.

Non-Registration Events. The Company and the Purchasers agree agrees that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and the any registration statement required under Section 7 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 7 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or before the Filing Date, (B) the Registration Statement is not declared effective on or before the required Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within three (3) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, or (D) if the registration statement described in Section 7 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (E) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective without being succeeded within fifteen twenty-five (1525) business days by an effective replacement or amended registration statement or for a period of time which shall exceed thirty forty (3045) days in the aggregate per year (defined as every rolling period of 365 consecutive days commencing on the Actual Effective Date Date) (each such event referred to in clauses A through D E of this Section 7.4 11.4 is referred to herein as a “"Non-Registration Event”"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one and one third percent (1 1/31%) (to four decimal places or 0.0133) for each full thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price principal amount of the outstanding Common Stock Notes and purchase price of Conversion Shares issued upon conversion of Notes held by Subscribers which are subject to such Non-Registration Event on the first day of each thirty (30) day or shorter period for which Liquidated Damages are calculableEvent. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each full thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to the Registration Statement a registration statement must be satisfactorily responded to as soon as possible, but in any event, within fifteen ten (1510) business days after receipt of comments from the Commission. Notwithstanding the foregoing, Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company shall not be liable to the Purchaser under this Section 7.4 for any events or delays occurring as a consequence holders of Registrable Securities at the acts or omissions of same rate and amounts set forth above calculated from the Purchasers contrary date the response was required to the obligations undertaken by Purchasers in this Agreementhave been made. Liquidated Damages will shall not accrue nor be payable pursuant to this Section 7.4 nor will a Non-Registration Event be deemed to have occurred for times during which 11.4 in connection with Registrable Securities are transferable for such times as such Registrable Securities may be sold by the holder thereof without restriction pursuant to Section 144(b)(1)(i) of the 1933 Act. To the extent that the registration of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the Commission pursuant to its authority with respect to Rule 415 and the Company has registered at such time the maximum number of Registrable Securities pursuant permissible upon consultation with the Commission (applied on a pro rata basis based on the total number of unregistered Registrable Securities held by each Seller), then the Liquidated Damages described in this Section 11.4 shall not be applicable to such Non-Registered Shares for so long as such Rule 144(k) under the 1933 Act415 related impediment is extant.

Non-Registration Events. The Company and the Purchasers agree agrees that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and the any registration statement required under Section 7 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 90 days after such request, and maintained in the manner and within the time periods contemplated by Section 7 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or before the Filing Date, (B) the Registration Statement is not declared effective on or before the required Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within three (3) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, or (D) if the registration statement described in Section 7 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (E) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective without being succeeded within fifteen twenty-five (1525) business days by an effective replacement or amended registration statement or for a period of time which shall exceed thirty forty (3045) days in the aggregate per year (defined as every rolling period of 365 consecutive days commencing on the Actual Effective Date Date) (each such event referred to in clauses A through D E of this Section 7.4 11.4 is referred to herein as a “"Non-Registration Event”"), then the conversion price of the Notes and the exercise price of the Warrants shall automatically be reduced to $0.04 per Conversion Share and Warrant Share and the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one and one third percent (1 1/31%) (to four decimal places or 0.0133) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price principal amount of the outstanding Common Stock Notes and purchase price of Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise (but excluding cashless exercise) of Warrants held by Subscribers which are subject to such Non-Registration Event on the first day of each thirty (30) day or shorter period for which Liquidated Damages are calculableEvent. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to the Registration Statement a registration statement must be satisfactorily responded to as soon as possible, but in any event, within fifteen ten (1510) business days after receipt of comments from the Commission. Notwithstanding the foregoing, Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company shall not be liable to the Purchaser under this Section 7.4 for any events or delays occurring as a consequence holders of Registrable Securities at the acts or omissions of same rate and amounts set forth above calculated from the Purchasers contrary date the response was required to the obligations undertaken by Purchasers in this Agreementhave been made. Liquidated Damages will shall not accrue nor be payable pursuant to this Section 7.4 nor will a Non-Registration Event be deemed to have occurred for times during which 11.4 in connection with Registrable Securities are transferable for such times as such Registrable Securities may be sold by the holder thereof without restriction pursuant to Section 144(b)(1)(i) of the 1933 Act. To the extent that the registration of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the Commission pursuant to its authority with respect to Rule 415 and the Company has registered at such time the maximum number of Registrable Securities pursuant permissible upon consultation with the Commission (applied on a pro rata basis based on the total number of unregistered Registrable Securities held by each Seller), then the Liquidated Damages described in this Section 11.4 shall not be applicable to such Non-Registered Shares for so long as such Rule 144(k) under 415 related impediment is extant, however the 1933 Actaforedescribed reduction of the Warrant exercise price shall be applied.

Non-Registration Events. The Company and the Purchasers agree agrees that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and the any registration statement required under Section 7 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 7 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or before the Filing Date, (B) the Registration Statement is not declared effective on or before the required Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within three (3) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, or (D) if the registration statement described in Section 7 Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (E) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective without being succeeded within fifteen twenty-five (1525) business days by an effective replacement or amended registration statement or for a period of time which shall exceed thirty forty (3045) days in the aggregate per year (defined as every rolling period of 365 consecutive days commencing on the Actual Effective Date Date) (each such event referred to in clauses A through D E of this Section 7.4 11.4 is referred to herein as a “"Non-Registration Event”"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one and one third percent (1 1/31%) (to four decimal places or 0.0133) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price principal amount of the outstanding Common Stock Notes and purchase price of Incentive Shares, Shares and Warrant Shares issued upon conversion of Notes and exercise (but excluding cashless exercise) of Warrants held by Subscriber which are subject to such Non-Registration Event on Event, subject to a cap of nine percent (9%) in the first day of each thirty (30) day or shorter period for which Liquidated Damages are calculableaggregate. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to the Registration Statement a registration statement must be satisfactorily responded to as soon as possible, but in any event, within fifteen ten (1510) business days after receipt of comments from the Commission. Notwithstanding the foregoing, Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company shall not be liable to the Purchaser under this Section 7.4 for any events or delays occurring as a consequence holders of Registrable Securities at the acts or omissions of same rate and amounts set forth above calculated from the Purchasers contrary date the response was required to the obligations undertaken by Purchasers in this Agreementhave been made. Liquidated Damages will shall not accrue nor be payable pursuant to this Section 7.4 nor will a Non-Registration Event be deemed to have occurred for times during which 11.4 in connection with Registrable Securities are transferable for such times as such Registrable Securities may be sold by the holder of Registrable Securities thereof without restriction pursuant to Rule 144(kSection 144(b)(1)(i) under of the 1933 Act.

Non-Registration Events. The Company and the Purchasers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and If the registration statement required under on Form S-3 or such other form as described in Section 7 is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 7 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if 9.1(a) (Ai) the Registration Statement is not filed on or before the Filing Date, (Bii) 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 three (3) business days after of receipt by the Company or its attorneys of a written or oral communication from the Commission SEC that the Registration Statement will not be reviewed or that the Commission has no further comments, or (D) the registration statement described in Section 7 9.1(a) will not be reviewed, (iii) is not, within 60 days of receipt of a written request from the Holders, amended (or supplemented by filing of an additional registration statement) to register for resale additional Conversion Shares that are expected to be issuable based on the Conversion Price then in effect, or (iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded within fifteen (15) business days immediately by an effective replacement or amended additional registration statement or filed and declared effective) for a period of time which shall exceed thirty (30) 120 days in the aggregate per year but not more than 60 consecutive calendar days (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date date the Registration Statement is declared effective) (each such event referred to in clauses A through D of this Section 7.4 9.4 is referred to herein as a “"Non-Registration Event”"), then then, for so long as such Non-Registration Event shall continue, the Company shall deliver pay in cash or Common Stock with an equivalent fair market value as liquidated damages in lieu of any other legal or equitable recourse to the each holder of Registrable Securities, as Liquidated Damages, any Conversion Shares or Warrant Shares an amount equal to one and one third percent (1 1/31%) (to four decimal places per month or 0.0133) for each thirty (30) days (or such lesser pro-rata amount for any period part thereof during the pendency of less than thirty (30) days) of the Purchase Price of the outstanding Common Stock which are subject to such Non-Registration Event on of the first day fair market value of each thirty (30) day such Conversion Shares or shorter period for which Liquidated Damages are calculable. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after Warrant Shares as of the end of each thirty (30) day period such month then owned of record by such holder or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior issuable 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 holder as of or written comments received from the Commission relating subsequent to the occurrence of such Non-Registration Statement must Event. Payments to be satisfactorily responded to as soon as possible, but in any event, within fifteen (15) business days after receipt of comments from the Commission. Notwithstanding the foregoing, the Company shall not be liable to the Purchaser under this Section 7.4 for any events or delays occurring as a consequence of the acts or omissions of the Purchasers contrary to the obligations undertaken by Purchasers in this Agreement. Liquidated Damages will not accrue nor be payable made pursuant to this Section 7.4 nor will a Non-Registration Event shall 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 Actdue and payable immediately upon demand in immediately available funds or Common Stock with an equivalent fair market value.

Non-Registration Events. The Company and the Purchasers Subscribers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and the any registration statement required under Section 7 11.1(i) (the "Registration Statement") is not filed within 60 45 days after written request ("Filing Date") and declared effective by the Commission within 120 90 days after such requestrequest ("Effective Date"), and maintained in the manner and within the time periods contemplated by Section 7 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or before the Filing Date, (B) 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, or (D) if the registration statement described in Section 7 Registration Statement is filed and declared effective but shall thereafter cease to be effective (without being succeeded within fifteen (15) business days by an effective replacement or amended registration statement or statement) for a period of time which shall exceed thirty (30) 30 days in the aggregate per year (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date (each date the Registration Statement is declared effective) or more than 20 consecutive days. Each such event referred to in clauses A through D (A), (B), (C) and (D) of this Section 7.4 11.4 is referred to herein as a “"Non-Registration Event”), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one and one third percent (1 1/3%) (to four decimal places or 0.0133) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price of the outstanding Common Stock which are subject to such Non-Registration Event on the first day of each thirty (30) day or shorter period for which Liquidated Damages are calculable. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly". All oral or written and accounting comments received from the Commission relating to the Registration Statement must be satisfactorily responded to as soon as possible, but in any event, within fifteen ten (1510) business days after receipt of comments from the Commissiondays. Failure to timely respond is a Non-Registration Event. Notwithstanding the foregoing, the Company shall not be liable to the Purchaser Subscriber under this Section 7.4 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Purchasers Subscribers contrary to the obligations undertaken by Purchasers Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 7.4 nor will a A Non-Registration Event will not 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 Purchasers Subscribers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and the any registration statement required under Section 7 11.1(ii) is not filed within 60 30 days after written request and declared effective by the Commission within 120 90 days after such request, and maintained in the manner and within the time periods contemplated by Section 7 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or before the Filing Date, (B) 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, or (D) if the registration statement described in Section 7 Sections or 11.1(ii) is not filed within 30 days after such written request, or is not declared effective within 90 days after such written request, or (E) any registration statement described in Sections 11.1(i) or 11.1(ii) or is filed and declared effective but shall thereafter cease to be effective (without being succeeded within fifteen (15) business days by an effective replacement or amended registration statement or statement) for a period of time which shall exceed thirty (30) 30 days in the aggregate per year (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses A through D E of this Section 7.4 11.4 is referred to herein as a “"Non-Registration Event”"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one and one third percent (1 1/31%) (to four decimal places or 0.0133) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) part thereof, thereafter of the Purchase Price of the outstanding Notes acquired by such holder hereunder. The Company must pay the Liquidated Damages in cash or an amount equal to one hundred and fifty percent (150%) of such cash Liquidated Damages if paid in additional shares of registered unlegended free-trading shares of Common Stock. Such Common Stock which are subject shall be valued at a per share value equal to such Non-Registration Event on the average of the five (5) lowest closing bid prices of the Common Stock as reported by Bloomberg L.P. for the twenty (20) trading days preceding the first day of each thirty (30) day or shorter period for which Liquidated Damages are calculable. The Company must pay the Liquidated Damages in cashpayable. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordinglyfiled. All oral or written and accounting comments received from the Commission relating to the Registration Statement must be satisfactorily responded to as soon as possible, but in any event, within fifteen ten (1510) business days. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. The Company and Subscribers agree that they will extend the date on which liquidated damages begin for up to 45 days after receipt of comments from if the Commissiondelay in the Effective Date is due to any review undertaken by the SEC and the Company has demonstrated that it has used its best efforts in filing the registration statement and responding to the SEC. Notwithstanding the foregoing, the Company shall not be liable to the Purchaser Subscriber under this Section 7.4 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Purchasers Subscribers contrary to the obligations undertaken by Purchasers Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 7.4 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 Purchasers Purchaser agree that the Sellers Seller will suffer damages if the Registration Statement any registration statement required under Section 9.1(d) above is not filed by the Filing Date and not declared effective by the Commission by SEC on or before the Effective Date, and the registration statement required under Section 7 is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 7 9 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed registration statement on Form S-3 or before the Filing Date, (Bsuch other form as described in Section 9.1(d) is not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction within five days of the Company the Registration Statement is not declared effective within three (3) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission SEC that the Registration Statement will not be reviewed or that the Commission has no further comments, or (D) the registration statement described in Section 7 9.1(d) will not be reviewed, or (ii) any registration statement described in Section 9.1(d) is filed and declared effective but shall thereafter cease to be effective (without being succeeded within fifteen (15) business days immediately by an effective replacement or amended additional registration statement or filed and declared effective) for a period of time which shall exceed thirty (30) 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date date the Registration Statement is declared effective) (each such event referred to in clauses A through D of this Section 7.4 9.4 is referred to herein as a “"Non-Registration Event”"), then the Company shall deliver to the holder of Registrable Securitiesthen, for so long as Liquidated Damages, an amount equal to one and one third percent (1 1/3%) (to four decimal places or 0.0133) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price of the outstanding Common Stock which are subject to such Non-Registration Event on shall continue, (i) the first day of each thirty (30) day or shorter period for which Company shall pay in cash as Liquidated Damages are calculable. The Company must pay to each holder of any Registrable Securities an amount equal to two percent (2%) per month or part thereof during the Liquidated Damages pendency of such Non-Registration Event of the principal of the Notes issued in cash. The Liquidated Damages must 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 paid within ten (reduced by 10) days after the end of % for each thirty (30) -day period or shorter part thereof for which Liquidated Damages are payablefollowing 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 Registration Statement Mandatory Redemption Payment is filed demanded from the Company by the Filing Date but is withdrawn prior holder pursuant to being declared effective by the CommissionSection 8.2 of this Agreement, then such Registration Statement will the Liquidated Damages described in this Section 9.4 shall no longer accrue on the portion of the purchase price underlying the Mandatory Redemption Payment, from and after the date the holder receives the Mandatory Redemption Payment. It shall be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to as soon as possible, but in any event, within fifteen (15) business days after receipt of comments from the Commission. Notwithstanding the foregoing, the Company shall not be liable to the Purchaser under this Section 7.4 for any events or delays occurring as a consequence of the acts or omissions of the Purchasers contrary to the obligations undertaken by Purchasers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 7.4 nor will a Non-Registration Event be deemed to have occurred for times during which the extent that all the Common Stock included in the Registrable Securities are transferable by and underlying the holder Securities is not included in an effective registration statement as of Registrable Securities pursuant to Rule 144(k) under and after the 1933 ActEffective Date at the conversion prices in effect from and after the Effective Date.

Non-Registration Events. The Company and the Purchasers Subscribers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and the any registration statement required under Section 7 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 7 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or before the Filing Date, (B) 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, or (D) if the registration statement described in Section 7 Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (E) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective without being succeeded within fifteen (15) business days by an effective replacement or amended registration statement or for a period of time which shall exceed thirty (30) 30 days in the aggregate per year (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date (each such event referred to in clauses A through D E of this Section 7.4 11.4 is referred to herein as a “"Non-Registration Event”"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one and one third two percent (1 1/32%) (to four decimal places or 0.0133) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) part thereof of the Purchase Price of the outstanding Common Stock Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes owned of record by such holder which are subject to such Non-Registration Event on the first day of each thirty (30) day or shorter period for which Liquidated Damages are calculableEvent. The Company must pay the Liquidated Damages in cashcash or at the Subscriber's election with shares of Common stock valued at the average of the lowest intra-day trading prices during the twenty (20) trading days preceding the last trading day of each thirty day or shorter period for which liquidated damages are payable. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordinglyfiled. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to as soon as possible, but in any event, within fifteen ten (1510) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Purchaser Subscriber under this Section 7.4 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Purchasers Subscribers contrary to the obligations undertaken by Purchasers Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 7.4 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 Purchasers Subscribers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and the any registration statement required under Section 7 13.1(i) or 13.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 7 13 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or before the Filing Date, (B) 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, or (D) if the registration statement described in Section 7 Sections 13.1(i) or 13.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (E) any registration statement described in Sections 13.1(i), 13.1(ii) or 13.1(iv) is filed and declared effective but shall thereafter cease to be effective without being succeeded within fifteen (15) business days by an effective replacement or amended registration statement or for a period of time which shall exceed thirty (30) days in the aggregate per year (defined as every rolling period of 365 consecutive days commencing on the Actual Effective Date (each such event referred to in clauses A through D E of this Section 7.4 13.4 is referred to herein as a “Non-Registration Event”), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one and one third two percent (1 1/32%) (to four decimal places or 0.0133) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price principal and accrued interest of the outstanding Common Stock Notes owned of record by such holder which are subject to such Non-Registration Event on the first day of each thirty (30) day or shorter period for which Liquidated Damages are calculable. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to as soon as possible, but in any event, within fifteen ten (1510) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Notes at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Purchaser Subscriber under this Section 7.4 13.4 for (i) any events or delays occurring as a consequence of the acts or omissions of the Purchasers Subscribers contrary to the obligations undertaken by Purchasers Subscribers in this Agreement; or, (ii) by virtue of the application of Section 15(j), below. Liquidated Damages will not accrue nor be payable pursuant to this Section 7.4 13.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act. Notwithstanding any other provision contained herein, the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 30% of the aggregate Purchase Price paid by such Holder pursuant to this Agreement.

Non-Registration Events. The Company and the Purchasers Subscribers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and the registration statement required under Section 7 is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 7 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (Ai) the Registration Statement is not filed on or before the Filing Date, (Bii) the Registration Statement is not declared effective on or before the Effective Date, or (Ciii) due to the action or inaction of the Company the Registration Statement is not declared effective within three (3) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, or (Div) the registration statement described in Section 7 Registration Statement is filed and declared effective but shall thereafter cease to be effective (without being succeeded within fifteen ten (1510) business days by an effective replacement or amended registration statement or statement) for a period of time which shall exceed thirty (30) 30 days in the aggregate per year (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses A through D (i), (ii), (iii) and (iv) of this Section 7.4 10.4 is referred to herein as a “"Non-Registration Event”"), then for each thirty (30) days of the pendency of such Non-Registration Event, the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one and one third percent (1 1/31%) (to four decimal places or 0.0133) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price of the outstanding Common Stock Notes 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 on the first day of each thirty (30) day or shorter period for which Liquidated Damages are calculableEvent. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid cash within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordinglyfiled. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to as soon as possible, but in any event, within fifteen (15) business days after receipt of comments from the Commissiondays. Notwithstanding the foregoing, the Company shall not be liable Failure to the Purchaser under this Section 7.4 for any events or delays occurring as a consequence of the acts or omissions of the Purchasers contrary to the obligations undertaken by Purchasers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 7.4 nor will timely respond is a Non-Registration Event for which Liquidated Damages will accrue and be deemed to have occurred for times during which Registrable Securities are transferable payable by the holder Company to the holders of Registrable Securities pursuant to Rule 144(k) under at the 1933 Actsame rate set forth above.

Non-Registration Events. The Company and the Purchasers Purchaser agree that the Sellers Purchaser 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 (i) the registration statement required under on Form S-3 or such other form as described in Section 7 is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 7 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A9.1(d) the Registration Statement is not filed on or before the Filing Date, (B) is Date or not declared effective on or before the sooner of the Effective Date, (C) due to the action or inaction within five days of the Company the Registration Statement is not declared effective within three (3) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission SEC that the Registration Statement will not be reviewed or that the Commission has no further comments, or (D) the registration statement described in Section 7 9.1(d) will not be reviewed, or (ii) any registration statement described in Section 9.1(d) is filed and declared effective but shall thereafter cease to be effective (without being succeeded within fifteen (15) business days immediately by an effective replacement or amended additional registration statement or filed and declared effective) for a period of time which shall exceed thirty (30) 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date date the Registration Statement is declared effective) (each such event referred to in clauses A through D of this Section 7.4 9.4 is referred to herein as a “"Non-Registration Event”"), then then, for so long as such Non-Registration Event shall continue, the Company shall deliver pay in cash as Liquidated Damages to the each holder of any Registrable Securities, as Liquidated Damages, Securities an amount equal to one and one third percent (1 1/31%) (to four decimal places per month or 0.0133) for each thirty (30) days (or such lesser pro-rata amount for any period part thereof during the pendency of less than thirty (30) days) of the Purchase Price of the outstanding Common Stock which are subject to such Non-Registration Event on of the first day principal of each thirty (30) day the Note issued in connection with the Offering, whether or shorter period for which Liquidated Damages are calculablenot converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event. The Company must pay the Liquidated Damages Payments to be made pursuant to this Section shall be due and payable immediately upon demand in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payableimmediately available funds. In the event a Registration Statement Mandatory Redemption Payment is filed demanded from the Company by the Filing Date but is withdrawn prior holder pursuant to being declared effective by the CommissionSection 8.2 of this Agreement, then such Registration Statement will the Liquidated Damages described in this Section 9.4 shall no longer accrue on the portion of the purchase price underlying the Mandatory Redemption Payment, from and after the date the holder receives the Mandatory Redemption Payment. It shall be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to as soon as possible, but in any event, within fifteen (15) business days after receipt of comments from the Commission. Notwithstanding the foregoing, the Company shall not be liable to the Purchaser under this Section 7.4 for any events or delays occurring as a consequence of the acts or omissions of the Purchasers contrary to the obligations undertaken by Purchasers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 7.4 nor will a Non-Registration Event be deemed to have occurred for times during which the extent that all the Common Stock included in the Registrable Securities are transferable by and underlying the holder Securities is not included in an effective registration statement as of Registrable Securities pursuant to Rule 144(k) under and after the 1933 ActEffective Date at the conversion prices in effect from and after the Effective Date.

Non-Registration Events. The Company and the Purchasers Subscribers agree that the Sellers Subscribers 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 the any registration statement required under Section 7 11.1(i) or 11.1(ii) is not filed within 60 45 days after written request and declared effective by the Commission within 120 150 days after such request, and maintained in the manner and within the time periods contemplated by Section 7 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or before the Filing Date, (B) 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 five (35) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, or (D) if the registration statement described in Section 7 Sections 11.1(i) or 11.1(ii) is not filed within 45 days after such written request, or is not declared effective within 150 days after such written request, or (E) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective without being succeeded within fifteen (15) business days by an effective replacement or amended registration statement or for a period of time which that shall exceed thirty (30) 30 days in the aggregate per year (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date (each such event referred to in clauses A through D E of this Section 7.4 11.4 is referred to herein as a “"Non-Registration Event”"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one and one third two percent (1 1/32%) (to four decimal places or 0.0133) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) part thereof of the Purchase Price of the outstanding Common Stock which Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes owned of record by such holder that are subject to such Non-Registration Event on the first day of each thirty (30) day or shorter period for which Liquidated Damages are calculableEvent. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordinglyfiled. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to as soon as possible, but in any event, within fifteen ten (1510) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above. Notwithstanding the foregoing, the Company shall not be liable to the Purchaser Subscriber under this Section 7.4 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Purchasers Subscribers contrary to the obligations undertaken by Purchasers Subscribers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 7.4 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 Purchasers agree agrees that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and the any registration statement required under Section 7 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 90 days after such request, and maintained in the manner and within the time periods contemplated by Section 7 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or before the Filing Date, (B) the Registration Statement is not declared effective on or before the required Effective Date, (C) due to the action or inaction of the Company the Registration Statement is not declared effective within three (3) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, or (D) if the registration statement described in Section 7 11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (E) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective without being succeeded within fifteen twenty-five (1525) business days by an effective replacement or amended registration statement or for a period of time which shall exceed thirty forty (3045) days in the aggregate per year (defined as every rolling period of 365 consecutive days commencing on the Actual Effective Date Date) (each such event referred to in clauses A through D E of this Section 7.4 11.4 is referred to herein as a “"Non-Registration Event”"), then the exercise price of the Warrants shall automatically be reduced to $0.10 per Warrant Share and the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one and one third percent (1 1/31%) (to four decimal places or 0.0133) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price principal amount of the outstanding Common Stock Notes and purchase price of Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise (but excluding cashless exercise) of Warrants held by Subscribers which are subject to such Non-Registration Event on the first day of each thirty (30) day or shorter period for which Liquidated Damages are calculableEvent. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to the Registration Statement a registration statement must be satisfactorily responded to as soon as possible, but in any event, within fifteen ten (1510) business days after receipt of comments from the Commission. Notwithstanding the foregoing, Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company shall not be liable to the Purchaser under this Section 7.4 for any events or delays occurring as a consequence holders of Registrable Securities at the acts or omissions of same rate and amounts set forth above calculated from the Purchasers contrary date the response was required to the obligations undertaken by Purchasers in this Agreementhave been made. Liquidated Damages will shall not accrue nor be payable pursuant to this Section 7.4 nor will a Non-Registration Event be deemed to have occurred for times during which 11.4 in connection with Registrable Securities are transferable for such times as such Registrable Securities may be sold by the holder thereof without restriction pursuant to Section 144(b)(1)(i) of the 1933 Act. To the extent that the registration of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the Commission pursuant to its authority with respect to Rule 415 and the Company has registered at such time the maximum number of Registrable Securities pursuant permissible upon consultation with the Commission (applied on a pro rata basis based on the total number of unregistered Registrable Securities held by each Seller), then the Liquidated Damages described in this Section 11.4 shall not be applicable to such Non-Registered Shares for so long as such Rule 144(k) under 415 related impediment is extant, however the 1933 Actaforedescribed reduction of the Warrant exercise price shall be applied.

Non-Registration Events. The Company and the Purchasers Subscribers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and the registration statement required under Section 7 is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 7 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (Ai) the Registration Statement is not filed on or before the Filing Date, (Bii) the Registration Statement is not declared effective on or before the Effective Date, or (Ciii) due to the action or inaction of the Company the Registration Statement is not declared effective within three (3) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, or (Div) the registration statement described in Section 7 Registration Statement is filed and declared effective but shall thereafter cease to be effective (without being succeeded within fifteen ten (1510) business days by an effective replacement or amended registration statement or statement) for a period of time which shall exceed thirty (30) 30 days in the aggregate per year (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date date the Registration Statement is declared effective) or more than 20 consecutive days (each such event referred to in clauses A through D (i), (ii), (iii) and (iv) of this Section 7.4 10.4 is referred to herein as a “"Non-Registration Event”"), then for each thirty (30) days of the pendency of such Non-Registration Event, the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one and one third percent (1 1/31%) (to four decimal places or 0.0133) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the Purchase Price of the outstanding Common Stock 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. Liquidated Damages payable in connection with an Effective Date related Non-Registration Event on described in Section 10.4(ii) above will be waived if the first day actual effective date of each the Registration Statement occurs within thirty (30) day or shorter period for which Liquidated Damages are calculabledays after the Effective Date and may not exceed ten percent (10%) in the aggregate. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid cash within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to as soon as possible, but in any event, within fifteen (15) business days after receipt of comments from the Commission. Notwithstanding the foregoing, the Company shall not be liable to the Purchaser under this Section 7.4 for any events or delays occurring as a consequence of the acts or omissions of the Purchasers contrary to the obligations undertaken by Purchasers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 7.4 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 Actfiled.

Non-Registration Events. The Company and the Purchasers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and the registration statement required under Section 7 is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 7 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if If (Ai) the Registration Statement described in Section 9.1(a) is not filed on or before the Filing Date, (B) is Date or 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 three (3) business days after of receipt by the Company or its attorneys of a written or oral communication from the Commission SEC that the Registration Statement will not be reviewed or that the Commission has no further comments, or (D) the registration statement described in Section 7 9.1(a) will not be reviewed, or (ii) if the registration statement described in Section 9.1(a) is filed and declared effective but shall thereafter cease to be effective (without being succeeded within fifteen (15) business days immediately by an effective replacement or amended additional registration statement or filed and declared effective) for a period of time which shall exceed thirty (30) 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as every rolling a period of 365 consecutive days commencing on the Actual Effective Date date the Registration Statement is declared effective) (each such event referred to in clauses A through D of this Section 7.4 9.4 is referred to herein as a “"NON-REGISTRATION EVENT"), then, for so long as such Non-Registration Event”)Event shall continue, then the Company shall deliver pay in cash as Liquidated Damages to the each holder of any Registrable Securities, as Liquidated Damages, Securities an amount equal to one and one third percent (1 1/31%) per month (to four decimal places or 0.0133prorated for partial periods) for each thirty (30) days (or such lesser pro-rata amount for any period during the pendency of less than thirty (30) days) of the Purchase Price of the outstanding Common Stock which are subject to such Non-Registration Event on of the first day principal of each thirty (30) day the Note issued in connection with the Offering, whether or shorter period for which Liquidated Damages are calculablenot converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event. The Company must pay the Liquidated Damages Payments to be made pursuant to this Section shall be due and payable immediately upon demand in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payableimmediately available funds. In the event a Registration Statement Mandatory Redemption Payment is filed demanded from the Company by the Filing Date but is withdrawn prior holder pursuant to being declared effective by the CommissionSection 8.2 of this Agreement, then such Registration Statement will the Liquidated Damages described in this Section 9.4 shall no longer accrue on the portion of the purchase price underlying the Mandatory Redemption Payment, from and after the date the holder receives the Mandatory Redemption Payment. It shall also be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to the Registration Statement must be satisfactorily responded to as soon as possible, but in any event, within fifteen (15) business days after receipt of comments from the Commission. Notwithstanding the foregoing, the Company shall not be liable to the Purchaser under this Section 7.4 for any events or delays occurring as a consequence of the acts or omissions of the Purchasers contrary to the obligations undertaken by Purchasers in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 7.4 nor will a Non-Registration Event be deemed to have occurred for times during which the extent that all the Common Stock included in the Registrable Securities are transferable by and underlying the holder Securities is not included in an effective registration statement as of Registrable Securities pursuant to Rule 144(k) under and after the 1933 ActEffective Date at the conversion prices in effect from and after the Effective Date.