Common use of Automatic Registration Clause in Contracts

Automatic Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a registration statement (the “Automatic Registration Statement”) covering the resale of all of the Registrable Securities (and no other securities other than (i) the 26,578,854 shares of common stock and 10,631,522 shares of common stock issuable upon the exercise of warrants as reported in the Current Report on 8-K which was filed by the Company with the Commission on July 9, 2014 and (ii) the 2,461,760 shares of common stock and 984,700 shares of common stock issuable upon the exercise of warrants as reported in the Current Report on 8-K which was filed by the Company with the Commission on July 18, 2014) for an offering to be made on a continuous basis pursuant to Rule 415. The Automatic Registration Statement required hereunder shall be on Form S-1 or Form S-3, as applicable, and shall contain substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause the Automatic Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its best efforts to keep the Automatic Registration Statement continuously effective under the Securities Act until the earlier of (i) the date when all Registrable Securities covered by the Registration Statement have been sold thereunder or pursuant to Rule 144 or (ii) the date when all Registrable Securities covered by the Registration Statement may be sold by non-affiliates of the Company without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the Investor (the “Effectiveness Period”). The maximum amount of Registrable Securities that may be included in the Automatic Registration Statement at any one time shall be limited by Rule 415 as required by the Commission. In the event that there is a limitation by the Commission on the number of Registrable Securities that may be included for registration at one time, the Company shall promptly so advise the Investor and use its best efforts to file an additional Automatic Registration Statement covering such ineligible Registrable Securities, on a pro-rata basis, within 30 days of the date such securities become eligible and cause such Automatic Registration Statement to be declared effective by the Commission as soon as reasonably practicable. (b) Notwithstanding anything to the contrary set forth herein, the Company shall have the right to delay the filing of the Registration Statement for a period not in excess of 60 consecutive days and no more than 90 days in any consecutive 12-month period (a “Delay Period”), if the Company is pursuing a public offering of securities and the underwriter recommends a Delay Period. (c) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to the Investors to suspend sales of the Registrable Securities included in the Registration Statement and such notice shall continue only for so long as the Suspension Event or its effect is continuing. No Investor shall effect any sales of the Registrable Securities pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below) with respect to such Registration Statement. The Investors may recommence effecting sales of the Registrable Securities pursuant to such Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Investors in the manner described above promptly following the conclusion of any Suspension Event and its effect. (d) If: (i) the Automatic Registration Statement is not filed on or prior to its Filing Date (if the Company files the Automatic Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 5(a) herein, the Company shall be deemed to have not satisfied this clause (i)), (ii) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date (unless the reason for such non-registration of all or any portion of the Registrable Securities is as a result of SEC Guidance under Rule 415 or similar rule which limits the number of Registrable Securities which may be included in a registration statement with respect to the Holders), or (iii) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Investors 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 (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) and (iv), the date on which such Event occurs, and for purpose of clause (iii) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Investors 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 Investor an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price paid by such Holder pursuant to the Subscription Agreement and Purchase Agreement. The parties agree that the maximum aggregate liquidated damages payable to an Investor under this Agreement shall be 15% of the aggregate Purchase Price paid by such Investor pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section 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 Investor, 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. Notwithstanding the foregoing, no payments shall be owed (i) to any affiliate of the Company, (ii) with respect to any period during which all of the holder’s Registrable Shares may be sold by such holder under Rule 144 without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, or (iii) in circumstances described in Sections 3(c)

Automatic Registration. The Company hereby agrees with the holders of the Common Stock and Warrants or their transferees (acollectively, the "SECURITIES HOLDERS") On or prior to that no later than ten (10) calendar days following the Filing Datedate of the Closing, the Company shall prepare and file with the Commission a registration statement under the Securities Act with the SEC covering the Common Stock and Warrant Shares (the “Automatic Registration Statement”) covering the resale of all of the Registrable Securities ("REGISTRABLE SECURITIES"), and no other securities other than (i) the 26,578,854 shares of common stock and 10,631,522 shares of common stock issuable upon the exercise of warrants as reported in the Current Report on 8-K which was filed by the Company with the Commission on July 9, 2014 and (ii) the 2,461,760 shares of common stock and 984,700 shares of common stock issuable upon the exercise of warrants as reported in the Current Report on 8-K which was filed by the Company with the Commission on July 18, 2014) for an offering to be made on a continuous basis pursuant to Rule 415. The Automatic Registration Statement required hereunder shall be on Form S-1 or Form S-3, as applicable, and shall contain substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall will use its best efforts to cause the Automatic Registration Statement such registration to be declared become effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, practicable and shall use its best efforts to keep the Automatic Registration Statement continuously effective under the Securities Act until the earlier of within ninety (90) days thereafter. If (i) the date when all a registration statement covering applicable Registrable Securities covered by the Registration Statement have been sold thereunder or pursuant to Rule 144 or (ii) the date when all Registrable Securities covered by the Registration Statement may be sold by non-affiliates of the Company without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the Investor (the “Effectiveness Period”). The maximum amount of Registrable Securities that may be included in the Automatic Registration Statement at any one time shall be limited by Rule 415 as required by the Commission. In the event that there is a limitation by the Commission on the number of Registrable Securities that may be included for registration at one time, the Company shall promptly so advise the Investor and use its best efforts to file an additional Automatic Registration Statement covering such ineligible Registrable Securities, on a pro-rata basis, within 30 days of the date such securities become eligible and cause such Automatic Registration Statement to be declared effective by the Commission as soon as reasonably practicable. (b) Notwithstanding anything to the contrary set forth herein, the Company shall have the right to delay the filing of the Registration Statement for a period not in excess of 60 consecutive days and no more than 90 days in any consecutive 12-month period (a “Delay Period”), if the Company is pursuing a public offering of securities and the underwriter recommends a Delay Period. (c) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to the Investors to suspend sales of the Registrable Securities included in the Registration Statement and such notice shall continue only for so long as the Suspension Event or its effect is continuing. No Investor shall effect any sales of the Registrable Securities pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below) with respect to such Registration Statement. The Investors may recommence effecting sales of the Registrable Securities pursuant to such Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Investors in the manner described above promptly following the conclusion of any Suspension Event and its effect. (d) If: (i) the Automatic Registration Statement is not filed on or prior to its Filing Date before ten (if 10) calendar days following the Company files date of the Automatic Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 5(a) hereinClosing, the Company shall be deemed to have not satisfied this clause (i)), or (ii) a Registration Statement registering for resale all of the registration statement covering applicable Registrable Securities is not declared effective by the Commission by SEC on or before the Effectiveness Date date ninety (unless the reason for such non-registration of all or any portion of the Registrable Securities is as a result of SEC Guidance under Rule 415 or similar rule which limits the number of Registrable Securities which may be included in a registration statement with respect to the Holders), or (iii90) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Investors 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 (15) calendar days (which need not be consecutive calendar days) during any 12-month period thereafter (any such failure or breach being referred to as an “Event”, "EVENT," and for purposes of clause (i) and (iv), the date on which such Event occurs, and for purpose of clause (iii) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded occurs being referred to as “Event Date”an "EVENT DATE"), then, in addition to any such case, as partial relief for the damages suffered therefrom by the Securities Holders (which remedy shall not be exclusive of any other rights remedies available at law or in equity), the Investors may have hereunder or under applicable lawCompany shall, on each such the Event Date and on each monthly anniversary the first day of each such month following the Event Date (if the applicable Event shall not have been cured by such date) until the applicable triggering Event is cured, the Company shall pay to each Investor Securities Holder an amount aggregate amount, in cash, as partial liquidated damages and not as a penalty, equal to 1.0an amount equal to two percent (2%) (the "APPLICABLE PERCENTAGE") of $1,959,999, which is the aggregate fair market value of the Registrable Securities on the date hereof (the "SHARE MARKET VALUE") (calculated as $39,200) (the "LIQUIDATED DAMAGES"). The Liquidated Damages shall be payable for each month, or prorated for each portion thereof, that an Event has occurred and is continuing. In addition, for each month, or portion thereof, after the first month that Liquidated Damages are required to be paid hereunder, the Applicable Percentage shall be increased by one percentage point (for example, Liquidated Damages shall equal 2% of the aggregate purchase price paid by such Holder pursuant to Share Market Value for the Subscription Agreement and Purchase Agreement. The parties agree that the maximum aggregate liquidated damages payable to first month following an Investor under this Agreement shall be 15Event Date, 3% of the aggregate Purchase Price paid by such Investor Share Market Value for the next month, and so on until the Event has been cured). The payments to which a Securities Holder shall be entitled pursuant to the Purchase Agreementthis Section are referred to herein as "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be calculated on a cumulative basis. If the Company fails to pay any partial liquidated damages pursuant to this Section make Registration Delay Payments in full within seven days after a timely manner, such Registration Delay Payments shall bear interest at the date payable, the Company will pay interest thereon at a rate of 182.0% per annum month (or such lesser the maximum amount that is rate permitted to be paid by applicable law) to the Investor), accruing daily from the date such pro-rated for partial liquidated damages are due months, until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to obligation of the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. Notwithstanding the foregoing, no payments Company under this Section 4.1 shall be owed (i) limited to one registration statement and shall not apply to any affiliate of the Company, (ii) with respect to any period during which all of the holder’s Registrable Shares may be sold by Securities that at such holder under Rule 144 without volume or manner-of-sale restrictions time are eligible for immediate resale pursuant to Rule 144 and without 144(k) under the requirement for the Company to be in compliance with the current public information requirement under Rule 144, or (iii) in circumstances described in Sections 3(c)Securities Act.

Automatic Registration. The Company hereby agrees with the Subscribers or their transferees (a) On or prior other than a transferee who acquires shares pursuant to the Rule or an effective registration statement) (collectively, the “Holders”) that no later than three months following the date of the Final Closing (the “Filing Date”), the Company shall prepare and file with the Commission a registration statement (under the “Automatic Registration Statement”) 1933 Act with the SEC covering the resale of all of the Registrable Securities (Shares, and no other securities other than (i) the 26,578,854 shares of common stock and 10,631,522 shares of common stock issuable upon the exercise of warrants as reported in the Current Report on 8-K which was filed by the Company with the Commission on July 9, 2014 and (ii) the 2,461,760 shares of common stock and 984,700 shares of common stock issuable upon the exercise of warrants as reported in the Current Report on 8-K which was filed by the Company with the Commission on July 18, 2014) for an offering to be made on a continuous basis pursuant to Rule 415. The Automatic Registration Statement required hereunder shall be on Form S-1 or Form S-3, as applicable, and shall contain substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall will use its best efforts to cause the Automatic Registration Statement such registration to be declared become effective under the Securities Act as promptly as possible within six months after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its best efforts to keep the Automatic Registration Statement continuously effective under the Securities Act until the earlier of (i) the date when all Registrable Securities covered by the Registration Statement have been sold thereunder or pursuant to Rule 144 or (ii) the date when all Registrable Securities covered by the Registration Statement may be sold by non-affiliates of the Company without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the Investor Final Closing (the “Effectiveness PeriodDate”). The maximum amount ; provided, however, that the Subscribers agree that the company may avail itself of Registrable Securities that may Rule 429 and combine any existing and effective prospectus with the prospectus to be included in the Automatic Registration Statement at any one time shall be limited by Rule 415 as required by the Commissionregistration statement. In the event that there is a limitation by the Commission on the number of Registrable Securities that may be included for registration at one time, the Company shall promptly so advise the Investor and use its best efforts to file an additional Automatic Registration Statement covering such ineligible Registrable Securities, on a pro-rata basis, within 30 days of the date such securities become eligible and cause such Automatic Registration Statement to be declared effective by the Commission as soon as reasonably practicable. (b) Notwithstanding anything to the contrary set forth herein, the Company shall have the right to delay the filing of the Registration Statement for a period not in excess of 60 consecutive days and no more than 90 days in any consecutive 12-month period (a “Delay Period”), if the Company is pursuing a public offering of securities and the underwriter recommends a Delay Period. (c) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to the Investors to suspend sales of the Registrable Securities included in the Registration Statement and such notice shall continue only for so long as the Suspension Event or its effect is continuing. No Investor shall effect any sales of the Registrable Securities pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below) with respect to such Registration Statement. The Investors may recommence effecting sales of the Registrable Securities pursuant to such Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Investors in the manner described above promptly following the conclusion of any Suspension Event and its effect. (d) If: (i) the Automatic Registration Statement is ’s registration statement has not been filed on or prior to its the Filing Date (if the Company files the Automatic Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 5(a) herein, the Company shall be deemed to have or has not satisfied this clause (i)), (ii) a Registration Statement registering for resale all of the Registrable Securities is not been declared effective by the Commission by SEC on or before the Effectiveness Date (unless the reason for such non-registration of all or any portion of the Registrable Securities is as a result of SEC Guidance under Rule 415 or similar rule which limits the number of Registrable Securities which may be included in a registration statement with respect to the Holders), or (iii) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Investors 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 (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) and (iv), the date on which such Event occurs, and for purpose of clause (iii) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Investors 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 Investor Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price paid by such Holder pursuant to for the Subscription Agreement and Purchase Agreement. The parties agree Shares that the maximum aggregate liquidated damages payable to an Investor under this Agreement shall be 15% of the aggregate Purchase Price paid are then held by such Investor pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum Holder for each thirty (or such lesser maximum amount that is permitted to be paid by applicable law30) to the Investor, 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 day period (prorated on a daily pro rata basis for any portion of a month prior to partial periods) until such time as the cure of an Event. Notwithstanding registration statement is filed or effective, as the foregoingcase may be; provided, however, that no payments such liquidated damages shall be owed (i) to any affiliate of the Company, (ii) due or payable with respect to any period during Shares withdrawn from the registration as a result of any SEC comment asserting that the applicable selling stockholder shall be deemed an underwriter with respect to such registration. While such event continues, such liquidated damages shall be paid not less often than each thirty (30) days. Any unpaid liquidated damages as of the date when an event has been cured by the Company shall be paid within three (3) business days following the date on which such event has been cured by the Company. The Company’s obligation to keep the registration statement effective shall continue until the earlier of (a) the date that all of the holder’s Registrable Shares may be have been sold by such holder under Rule 144 without volume or manner-of-sale restrictions pursuant to Rule 144 and without or an effective registration statement, or (b) such time as the requirement Shares are eligible for immediate resale pursuant to Rule 144(k), or (c) two years after the Final Closing. In addition, if (i) there is material non-public information regarding the Company which the Board reasonably determines not to be in compliance with the current public information requirement under Rule 144Company’s best interest to disclose and which the Company is not otherwise required to disclose, or (iiiii) there is a significant business opportunity (including, but not limited to, the acquisition or disposition of assets (other than in circumstances described the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Company which the Board reasonably determines not to be in Sections 3(cthe Company’s best interest to disclose and which the Company would be required to disclose under the registration statement, then the Company may postpone or suspend filing or effectiveness of the registration statement, without any penalty or liquidated damages, for a period not to exceed 45 consecutive days, provided that the Company may not postpone or suspend its obligation under this Section 4.1 for more than 90 days in the aggregate during any 12-month period (each, a “Blackout Period”).

Automatic Registration. Within 45 days following the Initial Closing Date (a) On or prior to the Filing Date"FILING Deadline"), the Company shall prepare and file with the Commission a registration statement (on Form SB-2 or other appropriate registration document under the “Automatic Registration Statement”) covering Act relating to the resale of all by the Holders of the Registrable Securities (held by all Holders, and no other securities other than (i) the 26,578,854 up to 767,103 additional shares of common stock and 10,631,522 shares of common stock issuable upon Common Stock held by persons having similar registration rights (the exercise of warrants as reported in the Current Report on 8-K which was filed by the Company with the Commission on July 9, 2014 and (ii) the 2,461,760 shares of common stock and 984,700 shares of common stock issuable upon the exercise of warrants as reported in the Current Report on 8-K which was filed by the Company with the Commission on July 18, 2014) for an offering to be made on a continuous basis pursuant to Rule 415"INITIAL REGISTRATION SHARES"). The Automatic Registration Statement required hereunder shall be on Form S-1 or Form S-3, as applicable, and shall contain substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best commercially reasonable efforts to cause the Automatic ensure that such Registration Statement to be (the "INITIAL REGISTRATION STATEMENT") is declared effective under within 150 days of the Securities Act Initial Closing Date (the "EFFECTIVENESS DEADLINE"). The Company will agree to take all actions as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its best efforts are necessary to keep the Automatic Initial Registration Statement continuously effective under the Securities Act until the earlier date on which all securities registered thereunder may be sold without any restriction, under Rule 144 during any 90-day period in accordance with all rules and regulations regarding sales of (i) the date when all Registrable Securities covered by the Registration Statement have been sold thereunder or securities pursuant to Rule 144 or (ii) the date when all Registrable Securities covered by the Registration Statement may be sold by non-affiliates of the Company without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the Investor (the “Effectiveness Period”"EFFECTIVENESS PERIOD"). The maximum amount of Registrable Securities that may be included in the Automatic Registration Statement at any one time shall be limited by Rule 415 as required by the Commission. In the event that there is a limitation by the Commission on the number of Registrable Securities that may be included for registration at one time, the Company shall promptly so advise the Investor and use its best efforts to file an additional Automatic Registration Statement covering such ineligible Registrable Securities, on a pro-rata basis, within 30 days of the date such securities become eligible and cause such Automatic Registration Statement to be declared effective by the Commission as soon as reasonably practicable. (b) Notwithstanding anything to the contrary set forth herein, the Company shall have the right to delay the filing of the Registration Statement for a period not in excess of 60 consecutive days and no more than 90 days in any consecutive 12-month period (a “Delay Period”), if the Company is pursuing a public offering of securities and the underwriter recommends a Delay Period. (c) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to the Investors to suspend sales of the Registrable Securities included in the Registration Statement and such notice shall continue only for so long as the Suspension Event or its effect is continuing. No Investor shall effect any sales of the Registrable Securities pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below) with respect to such Registration Statement. The Investors may recommence effecting sales of the Registrable Securities pursuant to such Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Investors in the manner described above promptly following the conclusion of any Suspension Event and its effect. (d) If: (i) the Automatic such Initial Registration Statement is not filed on or prior to its the Filing Date (if the Company files the Automatic Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 5(a) herein, the Company shall be deemed to have not satisfied this clause (i))Deadline, (ii) a such Initial Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the (or otherwise does not become effective) on or prior to its Effectiveness Date (unless the reason for such non-registration of all or any portion of the Registrable Securities is as a result of SEC Guidance under Rule 415 or similar rule which limits the number of Registrable Securities which may be included in a registration statement with respect to the Holders), Deadline or (iii) after the its effective date of a Registration Statementdate, such Initial Registration Statement ceases for any reason (including without limitation by reason of a stop order, or the Company's failure to update the Registration Statement), but excluding the inability of any Holder to sell the Registrable Securities covered thereby due to market conditions, to remain continuously effective and available to the Holders as to all Registrable Securities included in such Registration Statement, or to which it is required to cover at any time prior to the Investors are otherwise not permitted to utilize date that is one year from the prospectus therein to resell such Registrable SecuritiesInitial Closing Date, for an aggregate of more than ten (10) 30 consecutive calendar days Trading Days or for more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during 60 Trading Days in any 12-month period (which need not be consecutive), (any such failure or breach in clauses (i), (ii) or (iii) above being referred to as an “Event”"EVENT," and, and for purposes of clause clauses (i) and or (ivii), the date on which such Event occurs, and or for purpose purposes of clause (iii) ), the date on which such ten 30 consecutive or 60 Trading Day period (10) or fifteen (15) calendar day period, as applicable) is exceeded, is exceeded being referred to as “Event Date”"EVENT DATE"), then, then in addition to any other rights available to the Investors may have hereunder or under applicable law, on each such Event Date and Holders: on each monthly anniversary of each such Event Date thereof (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Investor an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price paid by such Holder pursuant to the Subscription Agreement and Purchase Agreement. The parties agree that the maximum aggregate liquidated damages payable to an Investor under this Agreement shall be 15% of the aggregate Purchase Price paid by such Investor pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section 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 Investor, 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. Notwithstanding the foregoing, no payments shall be owed (i) to any affiliate of the Company, (ii) with respect to any period during which all of the holder’s Registrable Shares may be sold by such holder under Rule 144 without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, or (iii) in circumstances described in Sections 3(c)