Common use of Partial Liquidated Damages Clause in Contracts

Partial Liquidated Damages. If: (i) the Resale Registration Statement is not filed on or prior to its Filing Date (if the Company files the Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.03(c) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of the Resale Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Resale Registration Statement will not be "reviewed" or will not be subject to further review, or (iii) prior to the effective date of a Resale Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Resale Registration Statement within eighteen (18) days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Resale Registration Statement to be declared effective; provided, however, that this clause (iii) shall not apply to comments received from the Commission staff relating to accounting issues or comments relating to one or more Holders, so long as the Company continues to use its reasonable best efforts to be in a position to fully respond to such comments as soon as practicable, or (iv) the Company fails to comply with the permitted Black-Out Periods (defined below) set forth in Section 2.07 hereof, or (v) if the Resale Registration Statement when declared effective fails to register all of the Registrable Securities, or (vi) if the Resale Registration Statement is not declared effective within one hundred and eighty (180) days of the Closing Date (any such failure or breach being referred to as an "Event", and for purposes of clauses (i) through (vi), the date on which such Event occurs, or "Event Date"), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate Purchase Price paid by such Holder for the Shares pursuant to the Purchase Agreement for each thirty (30) day period, up to an aggregate maximum of 4.0%. If the Company fails to pay any partial liquidated damages pursuant to this Section 2.06 in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. For purposes of clarity, in the event the Company complies with the provisions set forth in clause (i) through (vi) above, the partial liquidated damages provided in this Section 2.06 shall not be assessed, provided, however, that nothing herein shall derogate from the Company's requirement in the event of a Public Information Failure to make the payment required pursuant to Section 5.7(b) of the Purchase Agreement.

Partial Liquidated Damages. If: (i) the Resale Registration Statement is not filed on or prior to its Filing Date (if the Company files the Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.03(c) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) If the Company fails for any reason to file with deliver to the Commission a request for acceleration of the Resale Registration Statement in accordance with Rule 461 promulgated Holder such certificate(s) or shares pursuant to Section 4(d)(ii) hereof by the Commission pursuant to the Securities Act, within five fifth (55th) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Resale Registration Statement will not be "reviewed" or will not be subject to further review, or (iii) prior to the effective date of a Resale Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Resale Registration Statement within eighteen (18) days Day after the receipt of comments by or notice from the Commission that such amendment is required in order for such Resale Registration Statement to be declared effective; provided, however, that this clause (iii) shall not apply to comments received from the Commission staff relating to accounting issues or comments relating to one or more Holders, so long as the Company continues to use its reasonable best efforts to be in a position to fully respond to such comments as soon as practicable, or (iv) the Company fails to comply with the permitted Black-Out Periods (defined below) set forth in Section 2.07 hereof, or (v) if the Resale Registration Statement when declared effective fails to register all of the Registrable Securities, or (vi) if the Resale Registration Statement is not declared effective within one hundred and eighty (180) days of the Closing Date (any such failure or breach being referred to as an "Event", and for purposes of clauses (i) through (vi), the date on which such Event occurs, or "Event Share Delivery Date"), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount the Holder, in cash, as partial liquidated damages and not as a penalty, equal for each $1,000.00 of principal amount being converted, $7.00 per Business Day (increasing to $12.50 per Business Day on the fifth (5th) Business Day after such liquidated damages begin to accrue) for each Business Day after the Share Delivery Date until such certificates are delivered. Nothing herein shall limit the Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof for the Company’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other section hereof or under applicable law. Notwithstanding any portion of the foregoing to the product of 1.0% multiplied by the aggregate Purchase Price paid by such Holder for the Shares pursuant to the Purchase Agreement for each thirty (30) day periodcontrary, up to an aggregate maximum of 4.0%. If if the Company fails to pay any partial liquidated damages pursuant to this Section 2.06 in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) deliver to the Holder, accruing daily from Holder such certificate(s) or shares by the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. For purposes of clarity, in the event the Company complies with the provisions set forth in clause (i) through (vi) above, the partial liquidated damages provided in this Section 2.06 shall not be assessed, provided, however, that nothing herein shall derogate from the Company's requirement in the event of a Public Information Failure to make the payment required Share Delivery Date pursuant to Section 5.7(b4(d)(ii) hereof because (A) the conversion by the Holder is delivered in connection with a proposed sale by the Holder of the Purchase AgreementConversion Shares under Rule 144 promulgated under the Securities Act, and (B) in connection with such sale, the Holder has failed to deliver customary representation letters, as prepared by the brokerage firm of Holder in the ordinary course of its business, appropriate to evidence compliance with such rule, then the liquidated damages provisions herein shall not begin to accrue until the Business Day immediately following the date that the Holder has delivered such representation letters.

Partial Liquidated Damages. If: (i) the Resale Registration Statement is not filed on or prior to its Filing Date (if the Company files the Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.03(c) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) If the Company fails for any reason to file credit Holder’s or its designees’ account with DTC or issue and deliver to the Commission a request for acceleration of the Resale Registration Statement in accordance with Rule 461 promulgated by the Commission Holder such certificate or certificates pursuant to the Securities Act, within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlierSection 4(c)(ii) by the Commission that Share Delivery Date (a “Conversion Failure”), and if on or after such Resale Registration Statement will not be "reviewed" Share Delivery Date the Holder purchases (in an open market transaction or will not be subject otherwise) shares of Common Stock to further review, or (iii) prior to the effective date deliver in satisfaction of a Resale Registration Statement, sale by the Holder of all or any portion of the number of shares of Common Stock issuable upon such conversion that the Holder anticipated receiving from the Company fails to file (a pre“Buy-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Resale Registration Statement within eighteen (18) days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Resale Registration Statement to be declared effective; provided, however, that this clause (iii) shall not apply to comments received from the Commission staff relating to accounting issues or comments relating to one or more Holders, so long as the Company continues to use its reasonable best efforts to be in a position to fully respond to such comments as soon as practicable, or (iv) the Company fails to comply with the permitted Black-Out Periods (defined below) set forth in Section 2.07 hereof, or (v) if the Resale Registration Statement when declared effective fails to register all of the Registrable Securities, or (vi) if the Resale Registration Statement is not declared effective within one hundred and eighty (180) days of the Closing Date (any such failure or breach being referred to as an "Event", and for purposes of clauses (i) through (vi), the date on which such Event occurs, or "Event Date"In”), then, in addition to any all other rights remedies available to the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedHolder, the Company shall, within three (3) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either, at the Holder’s option (1) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate or credit the balance account of the Holder or the Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of the applicable Conversion Amount shall terminate, or (2) promptly (but in no event later than two (2) Business Days following the request by the Holder) honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder anticipated receiving from the Company and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of shares of Common Stock multiplied by (y) the lowest closing sale price or closing bid price (as the case may be) of the Common Stock on any Business Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payout under this clause II (the “Buy-In Payment Amount”). Nothing herein or elsewhere shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to timely electronically deliver such shares of Common Stock) upon the conversion of this Note as required pursuant to the terms hereof. The Company shall also pay to each Holder an amount the Holder, in cash, as partial liquidated damages and not as a penalty, equal for each $1,000 of principal amount being converted, $10 per Business Day (increasing to $20 per Business Day on the product tenth Business Day after such Conversion Date) for each Business Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of 1.0% multiplied Default pursuant to Section 7 hereof for the Company’s failure to deliver Conversion Shares by the aggregate Purchase Price paid by Share Delivery Date or, if applicable, cash, within the period specified herein, and the Holder shall have the right to pursue all remedies available to it hereunder, at Law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder for the Shares pursuant from seeking to the Purchase Agreement for each thirty (30) day period, up to an aggregate maximum of 4.0%. If the Company fails to pay any partial liquidated enforce damages pursuant to this any other Section 2.06 in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (hereof or such lesser maximum amount that is permitted to be paid by under applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. For purposes of clarity, in the event the Company complies with the provisions set forth in clause (i) through (vi) above, the partial liquidated damages provided in this Section 2.06 shall not be assessed, provided, however, that nothing herein shall derogate from the Company's requirement in the event of a Public Information Failure to make the payment required pursuant to Section 5.7(b) of the Purchase AgreementLaw.

Partial Liquidated Damages. If: (i) Subject to Section 4.10 of the Resale Registration Statement is not filed on or prior to its Filing Date (Purchase Agreement, if the Company files fails for any reason to deliver to the Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.03(c) herein, the Company shall be deemed to have not satisfied this clause (i)), Holder such certificate or (ii) the Company fails to file with the Commission a request for acceleration of the Resale Registration Statement in accordance with Rule 461 promulgated by the Commission certificates pursuant to the Securities Act, within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlierSection 4(d)(ii) by the Commission that such Resale Registration Statement will not be "reviewed" or will not be subject to further review, or (iii) prior to the effective date of a Resale Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Resale Registration Statement within eighteen (18) days fifth Trading Day after the receipt of comments by or notice from the Commission that such amendment is required in order for such Resale Registration Statement to be declared effective; provided, however, that this clause (iii) shall not apply to comments received from the Commission staff relating to accounting issues or comments relating to one or more Holders, so long as the Company continues to use its reasonable best efforts to be in a position to fully respond to such comments as soon as practicable, or (iv) the Company fails to comply with the permitted Black-Out Periods (defined below) set forth in Section 2.07 hereof, or (v) if the Resale Registration Statement when declared effective fails to register all of the Registrable Securities, or (vi) if the Resale Registration Statement is not declared effective within one hundred and eighty (180) days of the Closing Date (any such failure or breach being referred to as an "Event", and for purposes of clauses (i) through (vi), the date on which such Event occurs, or "Event Conversion Date"), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount such Holder, in cash, as partial liquidated damages and not as a penalty, equal for each $1000 of principal amount being converted, $10 per Trading Day for each Trading Day after such fifth Trading Day until such certificates are delivered. The Company's obligations to issue and deliver the Conversion Shares upon conversion of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the product Company or any violation or alleged violation of 1.0% multiplied law by the aggregate Purchase Price paid Holder or any other person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Conversion Shares; PROVIDED, HOWEVER, such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder. In the event a Holder of this Debenture shall elect to convert any or all of the outstanding principal amount hereof, the Company may not refuse conversion based on any claim that the Holder or any one associated or affiliated with the Holder of has been engaged in any violation of law, agreement or for any other reason, unless, an injunction from a court, on notice, restraining and or enjoining conversion of all or part of this Debenture shall have been sought and obtained and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the principal amount of this Debenture outstanding, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the absence of an injunction precluding the same, the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. Nothing herein shall limit a Holder's right to pursue actual damages or declare an Event of Default pursuant to Section 8 herein for the Company's failure to deliver Conversion Shares pursuant within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Purchase Agreement for each thirty (30) day period, up Holders from seeking to an aggregate maximum of 4.0%. If the Company fails to pay any partial liquidated enforce damages pursuant to this any other Section 2.06 in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (hereof or such lesser maximum amount that is permitted to be paid by under applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. For purposes of clarity, in the event the Company complies with the provisions set forth in clause (i) through (vi) above, the partial liquidated damages provided in this Section 2.06 shall not be assessed, provided, however, that nothing herein shall derogate from the Company's requirement in the event of a Public Information Failure to make the payment required pursuant to Section 5.7(b) of the Purchase Agreement.

Partial Liquidated Damages. If: (i) the Resale Registration Statement is not filed on or prior to its Filing Date (if the Company files the Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.03(c) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of the Resale Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Business Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Resale Registration Statement will not be "reviewed" or will not be subject to further review, or (iii) prior to the effective date of a Resale Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Resale Registration Statement within eighteen (18) days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Resale Registration Statement to be declared effective; provided, however, that this clause (iii) shall not apply to comments received from the Commission staff relating to accounting issues or comments relating to one or more Holders, so long as the Company continues to use its reasonable best efforts to be in a position to fully respond to such comments as soon as practicable, or (iv) the Company fails to comply with the permitted Black-Out Periods (defined below) set forth in Section 2.07 hereof, 2.07; or (v) if the Resale Registration Statement when declared effective fails to register all of the Registrable Securities, or (vi) if the Resale Registration Statement is not declared effective within one hundred and eighty (180) days of the Closing Date Securities (any such failure or breach being referred to as an "Event", and for purposes of clauses (i) through (viv), the date on which such Event occurs, or "Event Date"), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate Purchase Price paid by such Holder for the Shares pursuant to the Purchase Agreement for each thirty (30) day periodAgreement, up to an aggregate maximum of 4.0%. If the Company fails to pay any partial liquidated damages pursuant to this Section 2.06 in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. For purposes of clarity, in the event the Company complies with the provisions set forth in clause (i) through (viv) above, the partial liquidated damages provided in this Section 2.06 shall not be assessed, provided, however, that nothing herein shall derogate from the Company's requirement in the event of a Public Information Failure to make the payment required pursuant to Section 5.7(b) of the Purchase Agreement.

Partial Liquidated Damages. If: (i) The Company understands and agrees that a delay in the Resale Registration Statement is not filed on or prior to its Filing delivery of Warrant Shares beyond the Warrant Share Delivery Date (free from any restrictive legend if the Company files the Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.03(c) herein, the Company shall be deemed to have not satisfied this clause (i)an Unrestricted Condition is met), could result in economic loss to the Holder. If in the case of an exercise of this Warrant, such DWAC transfer or (iicertificate(s) the Company fails are not delivered to file with the Commission a request for acceleration of the Resale Registration Statement in accordance with Rule 461 promulgated or as directed by the Commission then Holder (without restrictive legend if an Unrestricted Condition is met), by the Warrant Share Delivery Date for the number of Warrant Shares such Holder is entitled to receive pursuant to the Securities Act, within five (5) Business Days a Notice of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Resale Registration Statement will not be "reviewed" or will not be subject to further review, or (iii) prior to the effective date of a Resale Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Resale Registration Statement within eighteen (18) days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Resale Registration Statement to be declared effective; provided, however, that this clause (iii) shall not apply to comments received from the Commission staff relating to accounting issues or comments relating to one or more Holders, so long as the Company continues to use its reasonable best efforts to be in a position to fully respond to such comments as soon as practicable, or (iv) the Company fails to comply with the permitted Black-Out Periods (defined below) set forth in Section 2.07 hereof, or (v) if the Resale Registration Statement when declared effective fails to register all of the Registrable Securities, or (vi) if the Resale Registration Statement is not declared effective within one hundred and eighty (180) days of the Closing Date (any such failure or breach being referred to as an "Event", and for purposes of clauses (i) through (vi), the date on which such Event occurs, or "Event Date"), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedExercise, the Company shall pay to each Holder an amount such Holder, in cash, an amount per Trading Day for each Trading Day during a Failure to Deliver Warrant Shares Period (as defined below), equal to the greater of (I) (A) 1% of the VWAP for the Warrant Shares sought to by the Holder hereof to be purchased by exercise of this Warrant pursuant to the Notice of Exercise for each of the first five (5) Trading Days after the Warrant Share Delivery Date, and (B) 2% of such amount for each Trading Day thereafter, and (II) $1,500 per Trading Day (which amount shall constitute as partial liquidated damages and not as a penalty, equal ) (“Partial Liquidated Damages”). Notwithstanding anything to the product contrary contained herein or elsewhere, the Holder shall be entitled to withdraw a Notice of 1.0% multiplied by Exercise, and upon such withdrawal, the aggregate Purchase Price paid Company shall only be obligated to pay the Partial Liquidated Damages through and including the date the Notice of Exercise is withdrawn. “A Failure to Deliver Warrant Shares Period” shall mean each and every Trading Day commencing on the first (1st) Trading Day after the Warrant Share Delivery Date that any Warrant Shares required to be delivered to the Holder pursuant to a Notice of Exercise are either not received by such Holder for and/or are received but have a restrictive legend on any certificate representing the Warrant Shares pursuant to if an Unrestricted Condition is met, through and including the Purchase Agreement for each thirty (30) day period, up to an aggregate maximum of 4.0%. If Trading Day on which such Holder receives the Company fails to pay any partial liquidated damages pursuant to this Section 2.06 in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. For purposes of clarity, in the event the Company complies with the provisions set forth in clause (i) through Warrant Shares such Holder is entitled to receive based upon its Notice of Exercise without any restrictive (viprovided an Unrestricted Condition is met). Partial Liquidated Damages shall be paid to the Holder no later than the fifth (5th) above, the partial liquidated damages provided in this Section 2.06 shall not be assessed, provided, however, that nothing herein shall derogate from the Company's requirement in the event of a Public Information Failure to make the payment required pursuant to Section 5.7(b) calendar day of the Purchase Agreementmonth following the month in which they accrue.

Partial Liquidated Damages. If: (i) the Resale Registration Statement is not filed on or prior to its Filing Date (if the Company files the Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.03(c) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) If the Company fails for any reason to file credit Holder’s or its designees’ account with DTC or issue and deliver to the Commission a request for acceleration of the Resale Registration Statement in accordance with Rule 461 promulgated by the Commission Holder such certificate or certificates pursuant to the Securities Act, within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlierSection 4(c)(ii) by the Commission that Share Delivery Date (a “Conversion Failure”), and if on or after such Resale Registration Statement will not be "reviewed" Share Delivery Date the Holder purchases (in an open market transaction or will not be subject otherwise) shares of Common Stock to further review, or (iii) prior to the effective date deliver in satisfaction of a Resale Registration Statement, sale by the Holder of all or any portion of the number of shares of Common Stock issuable upon such conversion that the Holder anticipated receiving from the Company fails to file (a pre“Buy-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Resale Registration Statement within eighteen (18) days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Resale Registration Statement to be declared effective; provided, however, that this clause (iii) shall not apply to comments received from the Commission staff relating to accounting issues or comments relating to one or more Holders, so long as the Company continues to use its reasonable best efforts to be in a position to fully respond to such comments as soon as practicable, or (iv) the Company fails to comply with the permitted Black-Out Periods (defined below) set forth in Section 2.07 hereof, or (v) if the Resale Registration Statement when declared effective fails to register all of the Registrable Securities, or (vi) if the Resale Registration Statement is not declared effective within one hundred and eighty (180) days of the Closing Date (any such failure or breach being referred to as an "Event", and for purposes of clauses (i) through (vi), the date on which such Event occurs, or "Event Date"In”), then, in addition to any all other rights remedies available to the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedHolder, the Company shall, within three (3) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either, at the Holder’s option (1) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate or credit the balance account of the Holder or the Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of the applicable Conversion Amount shall terminate, or (2) promptly (but in no event later than two (2) Business Days following the request by the Holder) honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder anticipated receiving from the Company and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of shares of Common Stock multiplied by (y) the lowest Closing Sale Price or Closing Bid Price (as the case may be) of the Common Stock on any Business Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payout under this clause II (the “Buy-In Payment Amount”). Nothing herein or elsewhere shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to timely electronically deliver such shares of Common Stock) upon the conversion of this Note as required pursuant to the terms hereof. The Company shall also pay to each Holder an amount the Holder, in cash, as partial liquidated damages and not as a penalty, equal for each $1,000 of principal amount being converted, $10 per Business Day (increasing to $20 per Business Day on the product tenth Business Day after such Conversion Date) for each Business Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of 1.0% multiplied by the aggregate Purchase Price paid by such Holder Default pursuant to Section 7 hereof for the Company’s failure to deliver Conversion Shares pursuant or, if applicable, cash, within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at Law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Purchase Agreement for each thirty (30) day period, up Holder from seeking to an aggregate maximum of 4.0%. If the Company fails to pay any partial liquidated enforce damages pursuant to this any other Section 2.06 in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (hereof or such lesser maximum amount that is permitted to be paid by under applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. For purposes of clarity, in the event the Company complies with the provisions set forth in clause (i) through (vi) above, the partial liquidated damages provided in this Section 2.06 shall not be assessed, provided, however, that nothing herein shall derogate from the Company's requirement in the event of a Public Information Failure to make the payment required pursuant to Section 5.7(b) of the Purchase AgreementLaw.

Partial Liquidated Damages. If: (i) The Company understands that a delay in the Resale Registration Statement is not filed on or prior delivery of Warrant Shares beyond the Warrant Share Delivery Date could result in economic loss to its Filing Date (if the Company files the Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.03(c) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) Holder. If the Company fails to file with deliver to the Commission a request for acceleration of the Resale Registration Statement in accordance with Rule 461 promulgated Holder such shares by the Commission pursuant to the Securities Act, within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Resale Registration Statement will not be "reviewed" or will not be subject to further review, or (iii) prior to the effective date of a Resale Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Resale Registration Statement within eighteen (18) days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Resale Registration Statement to be declared effective; provided, however, that this clause (iii) shall not apply to comments received from the Commission staff relating to accounting issues or comments relating to one or more Holders, so long as the Company continues to use its reasonable best efforts to be in a position to fully respond to such comments as soon as practicable, or (iv) the Company fails to comply with the permitted Black-Out Periods (defined below) set forth in Section 2.07 hereof, or (v) if the Resale Registration Statement when declared effective fails to register all of the Registrable Securities, or (vi) if the Resale Registration Statement is not declared effective within one hundred and eighty (180) days of the Closing Date (any such failure or breach being referred to as an "Event", and for purposes of clauses (i) through (vi), the date on which such Event occurs, or "Event Warrant Share Delivery Date"), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount such Holder, in cash, an amount per Trading Day for each Trading Day until such shares are delivered, together with interest on such amount at a rate of 15% per annum, accruing until such amount and any accrued interest thereon is paid in full, equal to the greater of (i) (A) 1% of the applicable Purchase Price for each of the first five (5) Trading Days after the Delivery Date, and (B) 2% of the applicable Purchase Price or each Trading Day thereafter, and (ii) $2,000 per day (which amount shall be paid as partial liquidated damages and not as a penalty), equal to the product of 1.0% multiplied by the aggregate Purchase Price paid by such Holder for the Shares pursuant to the Purchase Agreement for each thirty (30) day period, up to an aggregate maximum of 4.0%. If provided that the Company fails shall not be liable for more than five (5%) percent of the then purchase price to pay any partial liquidated damages purchase all then remaining Warrant Shares issuable under this Warrant at the then Exercise Price pursuant to this Section 2.06 Warrant. Nothing herein shall limit a Holder’s right to pursue actual damages for the Company’s failure to deliver certificates representing the Warrant Shares purchased upon exercise of this Warrant and such Holder shall have the right to pursue all remedies available to it at law or in full within seven days after equity (including, without limitation, a decree of specific performance and/or injunctive relief). Notwithstanding anything to the date payablecontrary contained herein, the Holder shall be entitled to withdraw a Notice of Exercise, and upon such withdrawal, the Company will shall only be obligated to pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable lawthe liquidated damages accrued in accordance with this Section 2(c)(iv) to the Holder, accruing daily from through the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion Notice of a month prior to the cure of an Event. For purposes of clarity, in the event the Company complies with the provisions set forth in clause (i) through (vi) above, the partial liquidated damages provided in this Section 2.06 shall not be assessed, provided, however, that nothing herein shall derogate from the Company's requirement in the event of a Public Information Failure to make the payment required pursuant to Section 5.7(b) of the Purchase AgreementExercise is withdrawn.

Partial Liquidated Damages. If: (i) the Resale Registration Statement is not filed on or prior to its Filing Date (if the Company files the Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.03(c) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) If the Company fails for any reason to file with deliver to the Commission a request for acceleration of the Resale Registration Statement in accordance with Rule 461 promulgated by the Commission Holder such certificate or certificates pursuant to the Securities Act, within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlierSection 4(d)(ii) by the Commission that such Resale Registration Statement will not be "reviewed" or will not be subject to further review, or (iii) prior to the effective date of a Resale Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Resale Registration Statement within eighteen (18) days third Trading Day after the receipt of comments by or notice from the Commission that such amendment is required in order for such Resale Registration Statement to be declared effective; provided, however, that this clause (iii) shall not apply to comments received from the Commission staff relating to accounting issues or comments relating to one or more Holders, so long as the Company continues to use its reasonable best efforts to be in a position to fully respond to such comments as soon as practicable, or (iv) the Company fails to comply with the permitted Black-Out Periods (defined below) set forth in Section 2.07 hereof, or (v) if the Resale Registration Statement when declared effective fails to register all of the Registrable Securities, or (vi) if the Resale Registration Statement is not declared effective within one hundred and eighty (180) days of the Closing Date (any such failure or breach being referred to as an "Event", and for purposes of clauses (i) through (vi), the date on which such Event occurs, or "Event Conversion Date"), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount such Holder, in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate Purchase Price paid by such Holder for the Shares pursuant to the Purchase Agreement for each thirty $1000 of principal amount being converted, $10 per Trading Day (30increasing to $20 per Trading Day after 5 Trading Days after such damages begin to accrue) day period, up to an aggregate maximum of 4.0%. If the Company fails to pay any partial liquidated damages pursuant to this Section 2.06 in full within seven days for each Trading Day after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due third Trading Day until such amounts, plus all such interest thereon, certificates are paid in fulldelivered. The partial liquidated damages pursuant Company's obligations to issue and deliver the Conversion Shares upon conversion of this Debenture in accordance with the terms hereof shall apply on a daily pro rata basis for are absolute and unconditional, irrespective of any portion action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of a month prior any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the cure Company or any violation or alleged violation of an Event. For purposes law by the Holder or any other person, and irrespective of clarity, in the event any other circumstance which might otherwise limit such obligation of the Company complies to the Holder in connection with the provisions set forth in clause (i) through (vi) above, the partial liquidated damages provided in this Section 2.06 shall not be assessed, issuance of such Conversion Shares; provided, however, such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder. In the event a Holder of this Debenture shall elect to convert any or all of the outstanding principal amount hereof, the Company may not refuse conversion based on any claim that nothing the Holder or any one associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless, an injunction from a court, on notice, restraining and or enjoining conversion of all or part of this Debenture shall have been sought and obtained and the Company posts a surety bond for the benefit of the Holder in the amount equal to the principal amount of this Debenture outstanding, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the absence of an injunction precluding the same, the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. Nothing herein shall derogate from limit a ▇▇▇▇▇▇'s right to pursue actual damages or declare an Event of Default pursuant to Section 8 herein for the Company's requirement failure to deliver Conversion Shares within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the event of a Public Information Failure Holders from seeking to make the payment required enforce damages pursuant to any other Section 5.7(b) of the Purchase Agreementhereof or under applicable law.

Partial Liquidated Damages. If: Provided that no Default or Event of Default exists, if (i) the Resale a Registration Statement required to be filed hereunder is not filed on or prior to its Filing Date (or if the Company files the Resale such Registration Statement without affording providing the Holders the opportunity to review and comment on the same as required by Section 2.03(c3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of the Resale a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Business Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Resale Registration Statement will not be "“reviewed" ” or will not be subject to further review, or (iii) prior to the effective date of a Resale Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Resale Registration Statement within eighteen ten (1810) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Resale Registration Statement to be declared effective; provided, however, that this clause (iii) shall not apply to comments received from the Commission staff relating to accounting issues or comments relating to one or more Holders, so long as the Company continues to use its reasonable best efforts to be in a position to fully respond to such comments as soon as practicable, or (iv) a Registration Statement registering for resale all of the Company fails to comply with Registrable Securities is not declared effective by the permitted Black-Out Periods (defined below) set forth in Section 2.07 hereofCommission by the Effectiveness Deadline, or (v) if during the Resale Effectiveness Period of a Registration Statement, after such Registration Statement when declared has become effective, such Registration Statement ceases for any reason to remain continuously effective fails as to register all of Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (vi15) if the Resale Registration Statement is calendar days (which need not declared effective within one hundred and eighty (180be consecutive calendar days) days of the Closing Date during any 12-month period (any such failure or breach being referred to as breach, an "“Event", ” and the expiration of the grace period for purposes of clauses (i) through (vi)such Event specified above, the date on which such Event occurs, or "“Event Date"”), then, in addition to any other rights the Holders may have hereunder or under applicable lawRegulation, on each such Event Date and on each monthly anniversary of each such Event Date thereafter (if the applicable Event shall not have been cured by such date) or any pro rata portion thereof, until the applicable Event is curedcured or sixty (60) calendar days after the applicable Event Date, whichever occurs first, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0% two percent (2.0%) multiplied by the aggregate Purchase Price Subscription Amount paid by such Holder for the Shares Notes pursuant to the Purchase Agreement for each thirty (30) day periodAgreement; provided, up to an aggregate that the maximum amount payable thereunder shall not exceed 4% of 4.0%such Subscription Amount paid by such Holder. If the Company fails to pay any partial liquidated damages pursuant to this Section 2.06 2(e) in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of eighteen percent (18% %) per annum (or such lesser maximum amount that is permitted to be paid by applicable lawRegulation) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. For purposes of clarity, in the event the Company complies with the provisions set forth in clause (i) through (vi) above, the partial liquidated damages provided in this Section 2.06 shall not be assessed, provided, however, that nothing herein shall derogate from the Company's requirement in the event of a Public Information Failure to make the payment required pursuant to Section 5.7(b) of the Purchase Agreement.

Partial Liquidated Damages. If: Provided that no Default or Event of Default exists, if (i) the Resale a Registration Statement required to be filed hereunder is not filed on or prior to its Filing Date (or if the Company files the Resale such Registration Statement without affording providing the Holders the opportunity to review and comment on the same as required by Section 2.03(c) herein, the Company shall be deemed to have not satisfied this clause (i)3(a), or (ii) the Company fails to file with the Commission SEC a request for acceleration of the Resale a Registration Statement in accordance with Rule 461 promulgated by the Commission SEC pursuant to the Securities Act, within five (5) Business Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission SEC that such Resale Registration Statement will not be "“reviewed" ” or will not be subject to further review, or (iii) prior to the effective date of a Resale Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission SEC in respect of such Resale Registration Statement within eighteen ten (1810) calendar days after the receipt of comments by or notice from the Commission SEC that such amendment is required in order for such Resale Registration Statement to be declared effective; provided, however, that this clause (iii) shall not apply to comments received from the Commission staff relating to accounting issues or comments relating to one or more Holders, so long as the Company continues to use its reasonable best efforts to be in a position to fully respond to such comments as soon as practicable, or (iv) a Registration Statement registering for resale all of the Company fails to comply with Registrable Securities is not declared effective by the permitted Black-Out Periods (defined below) set forth in Section 2.07 hereofSEC by the Effectiveness Deadline, or (v) if during the Resale Effectiveness Period of a Registration Statement, after such Registration Statement when declared has become effective, (A) a Discontinuation Event arises or such Registration Statement otherwise ceases for any other reason to remain continuously effective fails as to register all of the Registrable SecuritiesSecurities included in such Registration Statement, or (viB) if a Black Out Period arises or the Resale Registration Statement is Holders are otherwise not declared effective within one hundred permitted to utilize the Prospectus therein to resell such Registrable Securities and, in each case clause (A) and eighty (180B) above, occurs for more than ten (10) consecutive calendar days or more than an aggregate of the Closing Date fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as breach, an "“Event", ” and the expiration of the grace period for purposes of clauses (i) through (vi)such Event specified above, the date on which such Event occurs, or "“Event Date"”), then, in addition to any other rights the Holders may have hereunder or under applicable lawRegulation, on each such Event Date and on each monthly anniversary of each such Event Date thereafter (if the applicable Event shall not have been cured by such date) or any pro rata portion thereof, until the applicable Event is curedcured or sixty (60) calendar days after the applicable Event Date, whichever occurs first, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate Purchase Price paid by such Holder for the Shares pursuant to the Purchase Agreement for each thirty (30) day period, up to an aggregate maximum of 4.0%$1,000,000. If the Company fails to pay any partial liquidated damages to any Holder pursuant to this Section 2.06 2(e) in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of eighteen percent (18% %) per annum (or such lesser maximum amount that is permitted to be paid by applicable lawRegulation) to the such Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. For purposes of clarity, in the event the Company complies with the provisions set forth in clause (i) through (vi) above, the partial liquidated damages provided in this Section 2.06 shall not be assessed, provided, however, that nothing herein shall derogate from the Company's requirement in the event of a Public Information Failure to make the payment required pursuant to Section 5.7(b) of the Purchase Agreement.

Partial Liquidated Damages. If: (i) The Company understands and agrees that a delay in the Resale Registration Statement is not filed on or prior to its Filing delivery of Warrant Shares beyond the Warrant Share Delivery Date (free from any restrictive legend if the Company files the Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.03(c) herein, the Company shall be deemed to have not satisfied this clause (i)an Unrestricted Condition is met), could result in economic loss to the Holder. If in the case of an exercise of this Warrant, such DWAC transfer or (iicertificate(s) the Company fails are not delivered to file with the Commission a request for acceleration of the Resale Registration Statement in accordance with Rule 461 promulgated or as directed by the Commission then Holder, by the Warrant Share Delivery Date for the number of Warrant Shares such Holder is entitled to receive pursuant to the Securities Act, within five (5) Business Days a Notice of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Resale Registration Statement will not be "reviewed" or will not be subject to further review, or (iii) prior to the effective date of a Resale Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Resale Registration Statement within eighteen (18) days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Resale Registration Statement to be declared effective; provided, however, that this clause (iii) shall not apply to comments received from the Commission staff relating to accounting issues or comments relating to one or more Holders, so long as the Company continues to use its reasonable best efforts to be in a position to fully respond to such comments as soon as practicable, or (iv) the Company fails to comply with the permitted Black-Out Periods (defined below) set forth in Section 2.07 hereof, or (v) if the Resale Registration Statement when declared effective fails to register all of the Registrable Securities, or (vi) if the Resale Registration Statement is not declared effective within one hundred and eighty (180) days of the Closing Date (any such failure or breach being referred to as an "Event", and for purposes of clauses (i) through (vi), the date on which such Event occurs, or "Event Date"), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedExercise, the Company shall pay to each Holder an amount such Holder, in cash, an amount per Trading Day for each Trading Day during a Failure to Deliver Warrant Shares Period (as defined below), equal to the greater of (I) (A) 1% of the VWAP for the Warrant Shares sought to by the Holder hereof to be purchased by exercise of this Warrant pursuant to the Notice of Exercise for each of the first five (5) Trading Days after the Warrant Share Delivery Date, and (B) 2% of such amount for each Trading Day thereafter, and (II) $1,500 per Trading Day (which amount shall constitute as partial liquidated damages and not as a penalty, equal ) (“Partial Liquidated Damages”). Notwithstanding anything to the product contrary contained herein or elsewhere, the Holder shall be entitled to withdraw a Notice of 1.0% multiplied by Exercise, and upon such withdrawal, the aggregate Purchase Price paid Company shall only be obligated to pay the Partial Liquidated Damages through and including the date the Notice of Exercise is withdrawn. “A Failure to Deliver Warrant Shares Period” shall mean each and every Trading Day commencing on the first (1st) Trading Day after the Warrant Share Delivery Date that any Warrant Shares required to be delivered to the Holder pursuant to a Notice of Exercise are either not received by such Holder for and/or are received but have a restrictive legend on any certificate representing the Warrant Shares pursuant to if an Unrestricted Condition is met, through and including the Purchase Agreement for each thirty (30) day period, up to an aggregate maximum of 4.0%. If Trading Day on which such Holder receives the Company fails to pay any partial liquidated damages pursuant to this Section 2.06 in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. For purposes of clarity, in the event the Company complies with the provisions set forth in clause (i) through Warrant Shares such Holder is entitled to receive based upon its Notice of Exercise without any restrictive . Partial Liquidated Damages shall be paid to the Holder no later than the fifth (vi5th) above, the partial liquidated damages provided in this Section 2.06 shall not be assessed, provided, however, that nothing herein shall derogate from the Company's requirement in the event of a Public Information Failure to make the payment required pursuant to Section 5.7(b) calendar day of the Purchase Agreementmonth following the month in which they accrue.

Partial Liquidated Damages. If: (i) the Resale Registration Statement is not filed on or prior to its Filing Date (if the Company files the Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.03(c) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) If the Company fails for any reason to file with deliver to the Commission a request for acceleration of the Resale Registration Statement in accordance with Rule 461 promulgated by the Commission Holder such certificate or certificates pursuant to the Securities Act, within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlierSection 4(d)(ii) by the Commission that such Resale Registration Statement will not be "reviewed" or will not be subject to further review, or (iii) prior to the effective date of a Resale Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Resale Registration Statement within eighteen (18) days third Trading Day after the receipt of comments by or notice from the Commission that such amendment is required in order for such Resale Registration Statement to be declared effective; provided, however, that this clause (iii) shall not apply to comments received from the Commission staff relating to accounting issues or comments relating to one or more Holders, so long as the Company continues to use its reasonable best efforts to be in a position to fully respond to such comments as soon as practicable, or (iv) the Company fails to comply with the permitted Black-Out Periods (defined below) set forth in Section 2.07 hereof, or (v) if the Resale Registration Statement when declared effective fails to register all of the Registrable Securities, or (vi) if the Resale Registration Statement is not declared effective within one hundred and eighty (180) days of the Closing Date (any such failure or breach being referred to as an "Event", and for purposes of clauses (i) through (vi), the date on which such Event occurs, or "Event Conversion Date"), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount such Holder, in cashcash upon demand of such Holder, as partial liquidated damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate Purchase Price paid by such Holder for the Shares pursuant to the Purchase Agreement for each thirty $1000 of principal amount being converted, $10 per Trading Day (30increasing to $20 per Trading Day after 10 Trading Days after such damages begin to accrue) day period, up to an aggregate maximum of 4.0%. If the Company fails to pay any partial liquidated damages pursuant to this Section 2.06 in full within seven days for each Trading Day after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due third Trading Day until such amounts, plus all such interest thereon, certificates are paid in fulldelivered. The partial liquidated damages pursuant Company's obligations to issue and deliver the Conversion Shares upon conversion of this Debenture in accordance with the terms hereof shall apply on a daily pro rata basis for are absolute and unconditional, irrespective of any portion action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of a month prior any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the cure Company or any violation or alleged violation of an Event. For purposes law by the Holder or any other person, and irrespective of clarity, in the event any other circumstance which might otherwise limit such obligation of the Company complies to the Holder in connection with the provisions set forth in clause (i) through (vi) above, the partial liquidated damages provided in this Section 2.06 shall not be assessed, issuance of such Conversion Shares; provided, however, such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder. In the event a Holder of this Debenture shall elect to convert any or all of the outstanding principal amount hereof, the Company may not refuse conversion based on any claim that nothing the Holder or any one associated or affiliated with the Holder of has been engaged in any violation of law, agreement or for any other reason, unless, an injunction from a court, on notice, restraining and or enjoining conversion of all or part of this Debenture shall have been sought and obtained and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the principal amount of this Debenture outstanding, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the absence of an injunction precluding the same, the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. Nothing herein shall derogate from limit a Holder's right to pursue actual damages or declare an ▇▇ent of Default pursuant to Section 8 herein for the Company's requirement failure to deliver Conversion Shares within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the event of a Public Information Failure Holders from seeking to make the payment required enforce damages pursuant to any other Section 5.7(b) of the Purchase Agreementhereof or under applicable law.

Partial Liquidated Damages. If: (i) the Resale Registration Statement is not filed on or prior to its Filing Date (if the Company files the Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.03(c) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) If the Company fails to file with the Commission for any reason (other than as a request for acceleration result of the Resale Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities ActForce Majeure, within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Resale Registration Statement will not be "reviewed" or will not be subject to further review, or (iii) prior to the effective date of a Resale Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Resale Registration Statement within eighteen (18) days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Resale Registration Statement to be declared effective; provided, however, that this clause (iii) shall not apply to comments received from the Commission staff relating to accounting issues or comments relating to one or more Holders, so long as provided the Company continues to use its commercially reasonable best efforts to be in a position ultimately perform its obligations hereunder) to fully respond deliver to the Holder such comments as soon as practicable, certificate or (ivcertificates pursuant to Section 4(d)(ii) by the Company fails to comply with fifth Trading Day after the permitted Black-Out Periods (defined below) set forth in Section 2.07 hereof, or (v) if the Resale Registration Statement when declared effective fails to register all of the Registrable Securities, or (vi) if the Resale Registration Statement is not declared effective within one hundred and eighty (180) days of the Closing Date (any such failure or breach being referred to as an "Event", and for purposes of clauses (i) through (vi), the date on which such Event occurs, or "Event Conversion Date"), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount such Holder, in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate Purchase Price paid by such Holder for the Shares pursuant to the Purchase Agreement for each thirty (30) day period$1,000 of principal amount being converted, up to an aggregate maximum of 4.0%. If the Company fails to pay any partial liquidated damages pursuant to this Section 2.06 in full within seven days $5 per Trading Day for each Trading Day after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due third Trading Day until such amounts, plus all such interest thereon, certificates are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. For purposes of clarity, in the event the Company complies with the provisions set forth in clause (i) through (vi) above, the partial liquidated damages provided in this Section 2.06 shall not be assessed, delivered; provided, however, partial liquidated damages on the principal amount being converted shall cease to accrue (but still be payable) upon the date the Holder notifies the Company it elects to exercise its right to accelerate pursuant to Section 8; provided, further, subsequent conversions and the applicable principal amount being converted shall be subject to liquidated damages hereunder. The Company's obligations to issue and deliver the Underlying Shares upon conversion of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Underlying Shares; provided, however, such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder. In the event a Holder of this Debenture shall elect to convert any or all of the outstanding principal amount hereof, the Company may not refuse conversion based on any claim that nothing the Holder or any one associated or affiliated with the Holder of has been engaged in any violation of law, agreement or for any other reason, unless, an injunction from a court, on notice, restraining and or enjoining conversion of all or part of this Debenture shall have been sought and obtained and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the principal amount of this Debenture outstanding, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the absence of an injunction precluding the same, the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. Nothing herein shall derogate from limit a H▇▇▇▇▇'s right to pursue actual damages or declare an Event of Default pursuant to Section 8 herein for the Company's requirement failure to deliver Conversion Shares within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the event of a Public Information Failure Holders from seeking to make the payment required enforce damages pursuant to any other Section 5.7(b) of the Purchase Agreementhereof or under applicable law.

Partial Liquidated Damages. IfIf a Registration Event occurs, then the Company will make payments to each Holder of Registrable Securities, as partial liquidated damages to such Holder by reason of the Registration Event (but without limiting the rights and remedies of such Holder, including injunctive and other equitable relief), a cash sum calculated at a rate of twelve percent (12%) per annum (for the duration of the applicable Registration Default Period) of the total of the following, to the extent applicable to such Holder: (i) the Resale Registration Statement is not filed on or prior to its Filing Date (if the Company files the Resale Registration Statement without affording the Holders the opportunity Holder purchased Registrable Securities pursuant to review and comment on the same as required by Section 2.03(c) hereina Subscription Agreement, the Company shall be deemed aggregate purchase price paid by such Holder pursuant to have not satisfied this clause (i))the Subscription Agreement for the Registrable Securities held by such Holder as of the date of such Registration Event, or (ii) if the Holder is a Holder of Placement Agent Warrant Shares, Merger Shares, Advisor Shares or Registrable Pre-Merger Shares, the product of $3.00 (as adjusted for stock splits, stock dividends, combinations, recapitalizations or similar events) multiplied by the number of Placement Agent Warrant Shares, Merger Shares, Advisor Shares or Registrable Pre-Merger Shares held by or issuable to such Holder as of the date of such Registration Event, but in the case of clauses (i) and (ii) above, only with respect to such Holder’s Registrable Securities that are affected by such Registration Event and only for the applicable Registration Default Period. Notwithstanding the foregoing, (i) the maximum amount of liquidated damages that may be paid by the Company fails to file with the Commission a request for acceleration any Holder pursuant to this Section 3(b) shall be an amount equal to five percent (5%) of the Resale applicable foregoing amounts described in clauses (i) and (ii) in the preceding sentence with respect to such Holder’s Registrable Securities that are affected by all Registration Events in the aggregate, and (ii) no penalties shall accrue with respect to any Registrable Securities (A) removed from the Registration Statement in accordance with Rule 461 promulgated by response to a comment from the Commission pursuant to Staff limiting the number of shares of Registrable Securities Act, within five (5) Business Days of that may be included in the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Resale Registration Statement will not be "reviewed" or will not be subject to further review, or (iii) prior to the effective date of a Resale Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Resale Registration Statement within eighteen (18B) days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Resale Registration Statement they cease to be declared effective; provided, however, that this clause (iii) shall not apply to comments received from the Commission staff relating to accounting issues or comments relating to one or more Holders, so long as the Company continues to use its reasonable best efforts to be in a position to fully respond to such comments as soon as practicable, or (iv) the Company fails to comply with the permitted Black-Out Periods (defined below) set forth in Section 2.07 hereof, or (v) if the Resale Registration Statement when declared effective fails to register all of the Registrable Securities, or (viC) with respect to any Registration Event defined by clause (b) or (d) of the definition of “Registration Event” set forth above, that are held by any Holder who delayed or failed to provide information reasonably requested by the Company in connection with the preparation of the applicable Registration Statement. For clarity, and by way of example, if the Resale Registration Statement is not declared effective within one hundred and eighty (180) days of the Closing Date (any such failure or breach being referred to as an "Event", and for purposes sum of clauses (i) through and (vi)ii) for a specified Holder in the first sentence of this Section 3(b) is $10,000,000, liquidated damages payable by the date on which Company to such Event occurs, Holder by reason of one or "Event Date"), then, in addition to any other rights more Registration Events affecting all Registrable Securities of such Holder would accrue at a rate of twelve percent (12%) per annum (for the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary duration of each such Event Date (if the applicable Event shall not have been cured by such dateRegistration Default Period) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial such time that all liquidated damages and not as payable to such Holder reached a penalty, equal to the product cap of 1.0% multiplied by $500,000 in the aggregate Purchase Price paid by such Holder for the Shares pursuant to the Purchase Agreement for each thirty (30) day period, up to an aggregate maximum all Registration Events. Each payment of 4.0%. If the Company fails to pay any partial liquidated damages pursuant to this Section 2.06 3(b) shall be due and payable in full cash in arrears within seven five (5) days after the date payableend of each full 30-day period of the Registration Default Period until the termination of the Registration Default Period and within five (5) days after such termination. Until the maximum amount of liquidated damages is paid, such payments shall constitute the Holder’s sole and exclusive remedy for monetary damages in respect of any Registration Event; provided, that, for the avoidance of doubt, the Company will pay interest thereon foregoing shall not affect any Holder’s right, at a rate any time, to seek or obtain injunction or other equitable relief in respect of 18% per annum any Registration Event. The Registration Default Period shall terminate upon the earlier of (or i) such lesser maximum amount time as the Registrable Securities that is permitted are affected by the Registration Event cease to be paid by applicable lawRegistrable Securities and (ii)(A) the filing of the Registration Statement in the case of clause (a) or (c) of the definition of Registration Event, (B) the SEC Effective Date in the case of clause (b) or (d) of the definition of Registration Event, (C) the ability of the Holders to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages effect sales pursuant to the terms hereof shall apply Registration Statement in the case of clause (e) of the definition of Registration Event, and (D) the listing or inclusion and/or trading of the Common Stock on a daily pro rata basis for any portion of a month prior to an Approved OTC Market or National Securities Exchange, as the cure of an Event. For purposes of claritycase may be, in the event the Company complies with the provisions set forth in case of clause (if) through or (vig) above, of the partial liquidated damages provided in this Section 2.06 shall not be assessed, definition of Registration Event; provided, however, that nothing herein shall derogate from the Company's requirement in the event of a Public Information Failure cure of one or more of the Registration Events described in clauses (ii)(A)-(D) above when a separate Registration Event shall be continuing, the Registration Default Period shall continue until all such Registration Events have ceased. The amounts payable as liquidated damages pursuant to make this Section 3(b) shall be payable in lawful money of the United States. No liquidated damages shall accrue or be payable to any Holder pursuant to this Section 3(b) with respect to any Registrable Securities that are excluded by reason of (i) the Staff limiting the number of Registrable Securities that may be registered or sold pursuant to a Registration Statement as set forth in Section 3(c) below (provided that the Company continues to use commercially reasonable efforts to register such Reduction Securities for resale by other available means as set forth herein) or (ii) such Holder failing to provide to the Company information concerning the Holder and the manner of distribution of the Holder’s Registrable Securities that is required by the Commission (including in response to Commission comments) to be disclosed in a registration statement utilized in connection with the registration of Registrable Securities. Notwithstanding anything herein to the contrary, if the Commission limits the Company’s ability to file, or prohibits or delays the filing of a New Registration Statement, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be deemed a failure by the Company to use commercially reasonable efforts as set forth above or elsewhere in this Agreement and shall not require the payment required pursuant to Section 5.7(b) of any liquidated damages by the Purchase Company under this Agreement.

Partial Liquidated Damages. If: (i) the Resale IPO Registration Statement or the Non-IPO Registration Statement is not filed on or prior to its Filing Date declared effective within ninety (if 90) days of the Company files the Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.03(c) herein, the Company shall be deemed to have not satisfied this clause (i))date of demand for such Registration, or (ii) the Company fails to file with the Commission a request for acceleration of the Resale a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Business Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Resale Registration Statement will not be "“reviewed" ” or will not be subject to further review, or (iii) prior to after the effective date of a Resale Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Resale Registration Statement within eighteen (18) days after the receipt of comments by or notice from the Commission that ceases for any reason to remain continuously effective as to all Registrable Securities included in such amendment is required in order for such Resale Registration Statement to be declared effective; provided, however, that this clause (iii) shall not apply to comments received from the Commission staff relating to accounting issues or comments relating to one or more Holders, so long as the Company continues to use its reasonable best efforts to be in a position to fully respond to such comments as soon as practicableStatement, or (iv) the Company fails Holders are otherwise not permitted to comply with utilize the permitted Black-Out Periods (defined below) set forth in Section 2.07 hereof, or (v) if the Resale Registration Statement when declared effective fails Prospectus therein to register all of the resell such Registrable Securities, or (vi) if for more than the Resale Registration Statement is not declared effective within one hundred and eighty (180) days of the Closing Date periods set forth herein (any such failure or breach being referred to as an "“Event", and for purposes of clauses (i) through (vi), the date on which such Event occurs, or "Event Date")”, then, in addition to any other rights the Holders may have hereunder or under applicable law, on the date of each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0(1) the product of (A) 1.5% multiplied by (B) the quotient of (1) the number of such Holder’s Registrable Securities that are not then covered by a Registration Statement that is then effective and available for use by such Holder divided by (II) the total number of such Holder’s Registrable Securities multiplied by (2) the aggregate Purchase Subscription Price paid by such Holder for the Shares pursuant to the Purchase Agreement; provided, however, that, in the event that none of such Holder’s Registrable Securities are then covered by a Registration Statement that is effective and available for use by such Holder, the quotient of (I) divided by (II) in clause (1)(B) herein shall be deemed to equal 1. The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement for each thirty (30) day period, up shall be 9% of the aggregate Subscription Amount paid by such Holder pursuant to an aggregate maximum of 4.0%the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section 2.06 in full within seven business days after the date payable, the Company will pay interest thereon at a rate of 1815% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. For purposes of clarity, in the event the Company complies with the provisions set forth in clause (i) through (vi) above, the partial liquidated damages provided in this Section 2.06 shall not be assessed, provided, however, that nothing herein shall derogate from the Company's requirement in the event of a Public Information Failure to make the payment required pursuant to Section 5.7(b) of the Purchase Agreement.

Partial Liquidated Damages. If: Provided that no Default or Event of Default exists, if (i) the Resale a Registration Statement required to be filed hereunder is not filed on or prior to its Filing Date (or if the Company files the Resale such Registration Statement without affording providing the Holders the opportunity to review and comment on the same as required by Section 2.03(c) herein, the Company shall be deemed to have not satisfied this clause (i)3(a), or (ii) the Company fails to file with the Commission SEC a request for acceleration of the Resale a Registration Statement in accordance with Rule 461 promulgated by the Commission SEC pursuant to the Securities Act, within five (5) Business Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission SEC that such Resale Registration Statement will not be "“reviewed" ” or will not be subject to further review, or (iii) prior to the effective date of a Resale Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission SEC in respect of such Resale Registration Statement within eighteen ten (1810) calendar days after the receipt of comments by or notice from the Commission SEC that such amendment is required in order for such Resale Registration Statement to be declared effective; provided, however, that this clause (iii) shall not apply to comments received from the Commission staff relating to accounting issues or comments relating to one or more Holders, so long as the Company continues to use its reasonable best efforts to be in a position to fully respond to such comments as soon as practicable, or (iv) a Registration Statement registering for resale all of the Company fails to comply with Registrable Securities is not declared effective by the permitted Black-Out Periods (defined below) set forth in Section 2.07 hereofSEC by the Effectiveness Deadline, or (v) if during the Resale Effectiveness Period of a Registration Statement, after such Registration Statement when declared has become effective, (A) a Discontinuation Event arises or such Registration Statement otherwise ceases for any other reason to remain continuously effective fails as to register all of the Registrable SecuritiesSecurities included in such Registration Statement, or (viB) if a Black Out Period arises or the Resale Registration Statement is Holders are otherwise not declared effective within one hundred permitted to utilize the Prospectus therein to resell such Registrable Securities and, in each case clause (A) and eighty (180B) above, occurs for more than ten (10) consecutive calendar days or more than an aggregate of the Closing Date fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as breach, an "“Event", ” and the expiration of the grace period for purposes of clauses (i) through (vi)such Event specified above, the date on which such Event occurs, or "“Event Date"”), then, in addition to any other rights the Holders may have hereunder or under applicable lawRegulation, on each such Event Date and on each monthly anniversary of each such Event Date thereafter (if the applicable Event shall not have been cured by such date) or any pro rata portion thereof, until the applicable Event is curedcured or sixty (60) calendar days after the applicable Event Date, whichever occurs first, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0% two percent (2.0%) multiplied by the aggregate Purchase Price Subscription Amount paid by such Holder for the Shares Purchased Securities pursuant to the Purchase Agreement for each thirty (30) day periodAgreement; provided, up to an aggregate that the maximum amount payable thereunder shall not exceed 4% of 4.0%such Subscription Amount paid by such ▇▇▇▇▇▇. If the Company fails to pay any partial liquidated damages to any Holder pursuant to this Section 2.06 2(e) in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of 18% sixteen percent (16%) per annum (or such lesser maximum amount that is permitted to be paid by applicable lawRegulation) to the such Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. For purposes of clarity, in the event the Company complies with the provisions set forth in clause (i) through (vi) above, the partial liquidated damages provided in this Section 2.06 shall not be assessed, provided, however, that nothing herein shall derogate from the Company's requirement in the event of a Public Information Failure to make the payment required pursuant to Section 5.7(b) of the Purchase Agreement.

Partial Liquidated Damages. If: (ia) If the Resale Registration Statement is not filed with the SEC on or prior to its before the Filing Date (if the Company files the Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.03(c) hereina “Filing Default”), the Company shall be deemed pay partial liquidated damages to have not satisfied this clause (i))each Holder, or (ii) from and including the Company fails to file with day that the Commission a request for acceleration of the Resale Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Business Days of day following such Filing Default until the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Resale Registration Statement will not be "reviewed" is filed with the SEC, at a rate per month (or will not be subject portion thereof) equal to further review, or 0.50% of the total purchase price of the Shares purchased by such Holder pursuant to the Purchase Agreement (iiithe “Default Rate”). (b) If prior to the effective date of a Resale Registration Statementits Effectiveness Date, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission SEC in respect of such Resale Registration Statement within eighteen (18) 30 calendar days after the receipt of comments by or notice from the Commission SEC that such amendment is required in order for such Resale a Registration Statement to be declared effective; providedeffective (“Prefiling Default”), however, that this clause (iii) shall not apply to comments received from the Commission staff relating to accounting issues or comments relating to one or more Holders, so long as the Company continues shall pay partial liquidated damages to use its reasonable best efforts to be in a position to fully respond to each Holder, from and including the day following such comments as soon as practicable, or (iv) the Company fails to comply Prefiling Default until such filing is made with the permitted Black-Out Periods SEC. (defined belowc) set forth in Section 2.07 hereof, or (v) if If the Resale Registration Statement when declared effective fails to register all of the Registrable Securities, or (vi) if the Resale Registration Statement is not declared effective within one hundred and eighty (180) days of by the Closing SEC on or before the Effectiveness Date (any such failure or breach being referred to as an "Event", and for purposes of clauses (i) through (via “Registration Default”), the date on which such Event occurs, or "Event Date"), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages to each Holder, from and not including the day following such Registration Default until the earlier of (i) the time that the Registration Statement is declared effective by the SEC, or (ii) the time that the Effectiveness Period expires, at the Default Rate. (d) In the event that the Company exercises its right pursuant to Section 2.7 to suspend the availability of the Registration Statement for a period exceeding the maximum number of days specified therein for the applicable Suspension Period (a “Suspension Default”), the Company shall pay partial liquidated damages to each Holder, from and including the day following such Suspension Default until such time as a penalty, equal the Company delivers the Advice (as defined in Section 2.7) to the product of 1.0% multiplied Holders described in Section 2.7, at the Default Rate. (e) In the event that the Registration Statement ceases to be effective or available for use by the Holders for a period in excess of sixty (60) days in any single instance or ninety (90) days in the aggregate Purchase Price paid during any 12-month period (an “Effectiveness Default”), the Company shall pay partial liquidated damages to each Holder, from and including the day following such Effectiveness Default until such time as the Registration Statement is again effective and available for use by such Holder for the Shares Holders, at the Default Rate. (f) The Company’s obligation to pay partial liquidated damages pursuant to this Section 2.2 shall accrue and be discharged on a monthly basis on the Purchase Agreement for last Trading of each thirty (30) day period, up to an aggregate maximum of 4.0%such month. If the Company fails to pay any partial liquidated damages pursuant to this Section 2.06 in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro pro-rata basis for any portion of a month prior to the cure of an Event. For purposes of claritya default. (g) In no event, in the event however, shall the Company complies with the provisions set forth in clause (i) through (vi) above, the be required to pay partial liquidated damages provided in the aggregate under this Section 2.06 shall not be assessed, provided, however, that nothing herein shall derogate from 2 in excess of 10.0% of the Company's requirement in total purchase price of the event of a Public Information Failure to make the payment required Shares purchased by such Holder pursuant to Section 5.7(b) of the Purchase Agreement.

Partial Liquidated Damages. If: (i) The Company understands and agrees that a delay in the Resale Registration Statement is not filed on or prior to its Filing delivery of Warrant Shares beyond the Warrant Share Delivery Date (free from any restrictive legend if the Company files the Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.03(c) herein, the Company shall be deemed to have not satisfied this clause (i)an Unrestricted Condition is met), could result in economic loss to the Holder. If in the case of an exercise of this Warrant, such DWAC transfer or (iicertificate(s) the Company fails are not delivered to file with the Commission a request for acceleration of the Resale Registration Statement in accordance with Rule 461 promulgated or as directed by the Commission then Holder (without restrictive legend if an Unrestricted Condition is met), by the Warrant Share Delivery Date for the number of Warrant Shares such Holder is entitled to receive pursuant to the Securities Act, within five (5) Business Days a Notice of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Resale Registration Statement will not be "reviewed" or will not be subject to further review, or (iii) prior to the effective date of a Resale Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Resale Registration Statement within eighteen (18) days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Resale Registration Statement to be declared effective; provided, however, that this clause (iii) shall not apply to comments received from the Commission staff relating to accounting issues or comments relating to one or more Holders, so long as the Company continues to use its reasonable best efforts to be in a position to fully respond to such comments as soon as practicable, or (iv) the Company fails to comply with the permitted Black-Out Periods (defined below) set forth in Section 2.07 hereof, or (v) if the Resale Registration Statement when declared effective fails to register all of the Registrable Securities, or (vi) if the Resale Registration Statement is not declared effective within one hundred and eighty (180) days of the Closing Date (any such failure or breach being referred to as an "Event", and for purposes of clauses (i) through (vi), the date on which such Event occurs, or "Event Date"), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedExercise, the Company shall pay to each Holder an amount such Holder, in cash, an amount per Trading Day for each Trading Day during a Failure to Deliver Warrant Shares Period (as defined below), equal to the greater of (I) (A) I % of the VW AP for the Warrant Shares sought to by the Holder hereof to be purchased by exercise of this Warrant pursuant to the Notice of Exercise for each of the first five (5) Trading Days after the Warrant Share Delivery Date, and (B) 2% of such amount for each Trading Day thereafter, and (II) $1 ,500 per Trading Day (which amount shall constitute as partial liquidated damages and not as a penalty, equal ) (“Partial Liquidated Damages”). Notwithstanding anything to the product contrary contained herein or elsewhere, the Holder shall be entitled to withdraw a Notice of 1.0% multiplied by Exercise, and upon such withdrawal , the aggregate Purchase Price paid Company shall only be obligated to pay the Partial Liquidated Damages through and including the date the Notice of Exercise is withdrawn . “A Failure to Deliver Warrant Shares Period” shall mean each and every Trading Day commencing on the first (1st) Trading Day after the Warrant Share Delivery Date that any Warrant Shares required to be delivered to the Holder pursuant to a Notice of Exercise are either not received by such Holder for and/or are received but have a restrictive legend on any certificate representing the Warrant Shares pursuant to if an Unrestricted Condition is met, through and including the Purchase Agreement for each thirty (30) day period, up to an aggregate maximum of 4.0%. If Trading Day on which such Holder receives the Company fails to pay any partial liquidated damages pursuant to this Section 2.06 in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. For purposes of clarity, in the event the Company complies with the provisions set forth in clause (i) through Warrant Shares such Holder is entitled to receive based upon its Notice of Exercise without any restrictive (viprovided an Unrestricted Condition is met). Partial Liquidated Damages shall be paid to the Holder no later than the fifth (5th) above, the partial liquidated damages provided in this Section 2.06 shall not be assessed, provided, however, that nothing herein shall derogate from the Company's requirement in the event of a Public Information Failure to make the payment required pursuant to Section 5.7(b) calendar day of the Purchase Agreementmonth following the month in which they accrue.

Partial Liquidated Damages. If: (i) the Resale Registration Statement is not filed on or prior to its Filing Date (if the Company files the Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.03(c) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) If the Company fails for any reason to file with deliver to the Commission a request for acceleration of the Resale Registration Statement in accordance with Rule 461 promulgated by the Commission Holder such certificate or certificates pursuant to the Securities Act, within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlierSection 4(d)(ii) by the Commission that such Resale Registration Statement will not be "reviewed" or will not be subject to further review, or (iii) prior to the effective date of a Resale Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Resale Registration Statement within eighteen (18) days third Trading Day after the receipt of comments by or notice from the Commission that such amendment is required in order for such Resale Registration Statement to be declared effective; provided, however, that this clause (iii) shall not apply to comments received from the Commission staff relating to accounting issues or comments relating to one or more Holders, so long as the Company continues to use its reasonable best efforts to be in a position to fully respond to such comments as soon as practicable, or (iv) the Company fails to comply with the permitted Black-Out Periods (defined below) set forth in Section 2.07 hereof, or (v) if the Resale Registration Statement when declared effective fails to register all of the Registrable Securities, or (vi) if the Resale Registration Statement is not declared effective within one hundred and eighty (180) days of the Closing Date (any such failure or breach being referred to as an "Event", and for purposes of clauses (i) through (vi), the date on which such Event occurs, or "Event Conversion Date"), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount such Holder, in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate Purchase Price paid by such Holder for the Shares pursuant to the Purchase Agreement for each thirty $1000 of principal amount being converted, $10 per Trading Day (30increasing to $20 per Trading Day after 5 Trading Days after such damages begin to accrue) day period, up to an aggregate maximum of 4.0%. If the Company fails to pay any partial liquidated damages pursuant to this Section 2.06 in full within seven days for each Trading Day after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due third Trading Day until such amounts, plus all such interest thereon, certificates are paid in fulldelivered. The partial liquidated damages pursuant Company's obligations to issue and deliver the Conversion Shares upon conversion of this Debenture in accordance with the terms hereof shall apply on a daily pro rata basis for are absolute and unconditional, irrespective of any portion action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of a month prior any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the cure Company or any violation or alleged violation of an Event. For purposes law by the Holder or any other person, and irrespective of clarity, in the event any other circumstance which might otherwise limit such obligation of the Company complies to the Holder in connection with the provisions set forth in clause (i) through (vi) above, the partial liquidated damages provided in this Section 2.06 shall not be assessed, issuance of such Conversion Shares; provided, however, such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder. In the event a Holder of this Debenture shall elect to convert any or all of the outstanding principal amount hereof, the Company may not refuse conversion based on any claim that nothing the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless, an injunction from a court, on notice, restraining and or enjoining conversion of all or part of this Debenture shall have been sought and obtained and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the principal amount of this Debenture outstanding, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the absence of an injunction precluding the same, the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. Nothing herein shall derogate from limit a Holder's right to pursue actual damages or declare ▇▇ ▇▇ent of Default pursuant to Section 8 herein for the Company's requirement failure to deliver Conversion Shares within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the event of a Public Information Failure Holder from seeking to make the payment required enforce damages pursuant to any other Section 5.7(b) of the Purchase Agreementhereof or under applicable law.