Common use of Additional Payment Amounts Clause in Contracts

Additional Payment Amounts. The Company and the Purchasers agree that the Holders will suffer damages if the Company fails to fulfill its obligations under this Section 2 and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if: (i) a Registration Statement is not filed with the Commission on or before the applicable Filing Deadline; (ii) a Registration Statement is not declared effective by the Commission on or before the applicable Effectiveness Deadline; (iii) a Registration Statement is filed and declared effective but, during the applicable Effectiveness Period, shall cease to be effective, including by reason of its withdrawal or termination pursuant to Section 3(g), or, other than by reason of a Suspension Period as provided in Section 2(c), shall fail to be usable for its intended purpose without such disability being cured within ten Business Days by an effective post-effective amendment to such Registration Statement, a supplement to the Prospectus, a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure or the effectiveness of a Subsequent Form S-3; or (iv) (A) prior to or on the 30th or 45th day, as may be permitted under Section 2(c), of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 30 or 45 days, as may be permitted under Section 2(c), in any 90-day period or an aggregate of 60 days in any 360-day period, (each such event referred to in foregoing clauses (i) through (iv), a “Registration Default”), then in such event as partial relief for the damages to any Holder by reason of any such delay in or reduction of its ability to sell the Registrable Securities and not as a penalty (which remedy shall constitute liquidated damages, but not be exclusive of any other remedies available at law or equity), the Company hereby agrees to pay to each Holder, subject to Section 2(e), an amount in cash equal to 1.0% of the product obtained by multiplying (x) the number of Registrable Securities held by such Holder as of the date of the Registration Default, by (y) the Closing Price as of the date of the Registration Default (such product, the “Registrable’ Securities Value”), for each 30-day period (prorated for periods totaling less than 30 days) following the Registration Default during which such Registration Default remains uncured, up to an aggregate maximum of 10.0% of the Registrable Securities’ Value of such Holder’s Registrable Securities as of the date of the Registration Default. The payments to which a Holder shall be entitled pursuant to this Section 2(d) are referred to herein as “Additional Payment Amounts”. The Company shall pay Additional Payment Amounts, if any, to Holders on the earlier of (I) the last day of the calendar month during which such Additional Payment Amounts are incurred and (II) the third Business Day following the date on which the Registration Default giving rise to the Additional Payment Amounts is cured. In the event that the Company fails to pay Additional Payment Amounts in a timely manner, such Additional Payment Amounts shall accrue interest, payable in cash in arrears, at the rate of 0.25% per month (prorated for partial months) until paid in full.

Additional Payment Amounts. The Company and the Purchasers agree that the Holders will suffer damages if the Company fails to fulfill its obligations under this Section 2 and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if: (i) a Registration Statement is not filed with the Commission on or before the applicable Filing Deadline; (ii) a Registration Statement is not declared effective by the Commission on or before the applicable Effectiveness Deadline; (iii) a Registration Statement is filed and declared effective but, during the applicable Effectiveness Period, shall cease to be effective, including by reason of its withdrawal or termination pursuant to Section 3(g), effective or, other than by reason of a Suspension Period as provided in Section 2(c), shall fail to be usable for its intended purpose without such disability being cured within ten twenty Business Days by an effective post-effective amendment to such Registration Statement, a supplement to the Prospectus, a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure or the effectiveness of a Subsequent Form S-3failure; or (iv) (A) prior to or on the 30th or 45th day, as may be permitted under Section 2(c), of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 30 or 45 days, as may be permitted under Section 2(c), in any 90-day period or an aggregate of 60 90 days in any 360-day period, (each such event referred to in foregoing clauses (i) through (iv), a “Registration Default”), then in such event as partial relief for the damages to any Holder by reason of any such delay in or reduction of its ability to sell the Registrable Securities and not as a penalty (which remedy shall constitute liquidated damages, but not be exclusive of any other remedies available at law or equity)penalty, the Company hereby agrees to pay to each Holder, subject to Section 2(e), an amount in cash equal to 1.01.5% of the product obtained by multiplying (x) aggregate purchase price of the number of unregistered Registrable Securities held by such Holder as of the date of the Registration Default, by (y) the Closing Price as of the date of the Registration Default (such product, the “Registrable’ Securities Value”), for each 30-day period (prorated for periods totaling less than 30 days) following the Registration Default during which until the earlier to occur of: (i) such time as when the Company cures the Registration Default remains uncured, up to an aggregate maximum of 10.0% of Default; and (ii) the Registrable Securities’ Value of such Holder’s Registrable Securities as six (6) month anniversary of the date of the Registration Defaulthereof. The payments to which a Holder shall be entitled pursuant to this Section 2(d) are referred to herein as “Additional Payment Amounts”. The Company shall pay Additional Payment Amounts, if any, to Holders on the earlier of of: (I) the last day of the calendar month during which such Additional Payment Amounts are incurred incurred; and (II) the third Business Day following the date on which the Registration Default giving rise to the Additional Payment Amounts is cured. In the event that the Company fails to pay Additional Payment Amounts in a timely mannerwithin three Trading Days, such Additional Payment Amounts shall accrue interest, payable in cash in arrears, at the rate of 0.251.0% per month (prorated for partial months) until paid in full.

Additional Payment Amounts. The Company and the Purchasers agree that the Holders will suffer damages if the Company fails to fulfill its obligations under this Section 2 and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if: (i) a Registration Statement is not filed with the Commission on or before the applicable Filing Deadline; (ii) a Registration Statement is not declared effective by the Commission on or before the applicable Effectiveness Deadline; (iii) a Registration Statement is filed and declared effective but, during the applicable Effectiveness Period, shall cease to be effective, including by reason of its withdrawal or termination pursuant to Section 3(g), effective or, other than by reason of a Suspension Period as provided in Section 2(c), shall fail to be usable for its intended purpose without such disability being cured within ten 10 Business Days by an effective post-effective amendment to such Registration Statement, a supplement to the Prospectus, a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure or the effectiveness of a Subsequent Form S-3failure; or (iv) (A) prior to or on the 30th or 45th day15th Trading Day, as may be permitted under Section 2(c), of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 30 or 45 days15 Trading Days for any single period, as may be permitted under Section 2(c), in any 90-day period or an aggregate of 60 days in any 360-day period, (each such event referred to in foregoing clauses (i) through (iv), a “Registration Default”), then in such event as partial relief for the damages to any Holder by reason of any such delay in or reduction of its ability to sell the Registrable Securities and not as a penalty (which remedy shall constitute liquidated damages, but not be exclusive of any other remedies available at law or equity)penalty, the Company hereby agrees to pay to each Holder, subject to Section 2(e), an amount in cash equal to 1.01.5% of the product obtained by multiplying (x) aggregate purchase price of the number of unregistered Registrable Securities held by such Holder as of the date of the Registration Default, by (y) the Closing Price as of the date of the Registration Default (such product, the “Registrable’ Securities Value”), for each 30-day period (prorated for periods totaling less than 30 days) following the Registration Default during which until the earlier to occur of: (i) such Registration Default remains uncured, up to an aggregate maximum of 10.0% of time as when the Registrable Securities’ Value of such Holder’s Registrable Securities as of the date of Company cures the Registration Default; and (ii) the date on which the Registrable Securities covered by the Registration Statement cease to be Registrable Securities. The payments to which a Holder shall be entitled pursuant to this Section 2(d) are referred to herein as “Additional Payment Amounts”. The Company shall pay Additional Payment Amounts, if any, to Holders on the earlier of of: (I) the last day of the calendar month during which such Additional Payment Amounts are incurred incurred; and (II) the third Business Day following the date on which the Registration Default giving rise to the Additional Payment Amounts is cured. In the event that the Company fails to pay Additional Payment Amounts in a timely mannerwithin three Trading Days, such Additional Payment Amounts shall accrue interest, payable in cash in arrears, at the rate of 0.251.0% per month (prorated for partial months) until paid in full. Notwithstanding the above, in no event shall the Company be required under this Section 2(d) to pay to any Holder more than 10.0% of such Holder’s aggregate purchase price of its Shares.