Common use of Failure of Registration Statement to Become Effective Clause in Contracts

Failure of Registration Statement to Become Effective. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not declared effective on or prior to the one hundred and twentieth (120th) day following the Closing Date. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the Registration Statement is not declared effective within one-hundred and fifty (150) days after the Closing Date, the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to (i) two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement and (ii) one and one-half percent (1.5%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period (which shall be pro rated for such periods less than thirty (30) days) until the Registration Statement is declared effective. Payments to be made pursuant to this Section 7(f) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the amounts set forth in this Section 7(f) represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not declared effective on or prior to the one hundred and twentieth (120th) day following the Closing Date. Notwithstanding the foregoing, the Company shall remain obligated to cause the Registration Statement to become effective, and the Holder shall have the right to take any action necessary or desirable to enforce such obligation.

Failure of Registration Statement to Become Effective. The Company and the Holders Investors agree that the Holders Investors will suffer damages if the Registration Statement is not declared effective by the Commission on or prior to the one hundred and twentieth ninetieth (120th90th) day following the Closing DateTarget Filing Date (the "EFFECTIVENESS DEADLINE"). The Company and the Holders Investors further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the Registration Statement is not declared effective within one-hundred and fifty (150) days after by the Closing DateCommission prior to the Effectiveness Deadline, the Company shall pay in cash or in shares of Common Stock (at the Company's option) as liquidated damages for such failure and not as a penalty to each Holder Investor an amount equal to (ia) two percent (2%) of such HolderInvestor's Total Purchase Price for the first 30-day period following the Effectiveness Deadline (which shall be pro rata share of the purchase price paid by all Holders rated for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement such periods less than 30 days) and (iib) one and one-half percent (1.51%) of such HolderInvestor's pro rata share of the purchase price paid by all Holders for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Total Purchase Agreement Price for each subsequent thirty (30) -day period (which shall be pro rated for such periods less than thirty (30) 30 days) (the "NON-EFFECTIVENESS DAMAGES") until either (x) the Registration Statement is declared effectiveeffective by the Commission or (y) the first anniversary of the Agreement Date. Payments to be made to an Investor pursuant to this Section 7(f) 10 shall be due and payable immediately upon within 5 business days of any demand therefor by such Investor, but in immediately available cash fundsno event more than once during any 30-day period. The parties agree that the amounts set forth in this Section 7(f) Non-Effectiveness Damages represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders Investors if the Registration Statement is not declared effective on or prior to the one hundred and twentieth ninetieth (120th90th) day following the Closing Target Filing Date. Notwithstanding the foregoing, If the Company elects to pay the Non-Effectiveness Damages in shares of Common Stock, such shares of Common Stock shall remain obligated to cause be valued at the Registration Statement to become effective, and average closing price of a share of Common Stock on the Holder shall have applicable trading market for the right to take any action necessary or desirable to enforce Common Stock for the 5-trading-day period immediately preceding the date of demand of such obligationNon-Effectiveness Damages.

Failure of Registration Statement to Become Effective. The Company and the Holders Investor agree that the Holders Investor will suffer damages if the Registration Statement is not declared effective by the Commission on or prior to the one hundred and twentieth ninetieth (120th90th) day following the Closing DateTarget Filing Date (the "EFFECTIVENESS DEADLINE"). The Company and the Holders Investor further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the Registration Statement is not declared effective within one-hundred and fifty (150) days after by the Closing DateCommission prior to the Effectiveness Deadline, the Company shall pay in cash or in shares of Common Stock (at the Company's option) as liquidated damages for such failure and not as a penalty to each Holder the Investor an amount equal to (ia) two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement Price for the first 30-day period following the Effectiveness Deadline (which shall be pro rated for such periods less than 30 days) and (iib) one and one-half percent (1.51%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement Price for each subsequent thirty (30) -day period (which shall be pro rated for such periods less than thirty (30) 30 days) (the "NON-EFFECTIVENESS DAMAGES") until either (x) the Registration Statement is declared effectiveeffective by the Commission or (y) the first anniversary of the Agreement Date. Payments to be made to the Investor pursuant to this Section 7(f) 10 shall be due and payable immediately upon within 5 business days of any demand therefor by the Investor, but in immediately available cash fundsno event more than once during any 30-day period. The parties agree that the amounts set forth in this Section 7(f) Non-Effectiveness Damages represent a reasonable estimate on the part of the parties, as of the date of this AgreementAgreement Date, of the amount of damages that may be incurred by the Holders Investor if the Registration Statement is not declared effective on or prior to the one hundred and twentieth ninetieth (120th90th) day following the Closing Target Filing Date. Notwithstanding the foregoing, If the Company elects to pay the Non-Effectiveness Damages in shares of Common Stock, such shares of Common Stock shall remain obligated to cause be valued at the Registration Statement to become effective, and average closing price of a share of Common Stock on the Holder shall have applicable trading market for the right to take any action necessary or desirable to enforce Common Stock for the 5-trading-day period immediately preceding the date of demand of such obligationNon-Effectiveness Damages.

Failure of Registration Statement to Become Effective. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not declared effective on or prior to the one hundred and twentieth (120th) day following the Closing Effectiveness Date. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the Registration Statement is not declared effective within one-hundred and fifty (150) days after on or prior to the Closing Effectiveness Date, the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to (i) two percent (2%) of such Holder's pro rata share Note Amount upon the occurrence of such failure to be declared effective (the purchase price paid by all Holders for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement "EFFECTIVENESS FIXED AMOUNT") and (ii) one and one-half percent (1.5%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement Note Amount for each subsequent thirty (30) day period (which shall be pro rated for such periods less than thirty (30) days) until the Registration Statement is declared effectiveeffective (the "EFFECTIVENESS PERIODIC AMOUNT"). Payments to be made pursuant to this Section 7(f) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the amounts Effectiveness Fixed Amount and the Effectiveness Periodic Amount set forth in this Section 7(f) represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not declared effective on or prior to the one hundred and twentieth Effectiveness Date. At any time that amounts continue to accrue pursuant to Section 7(e), such amounts shall be credited against any amounts that simultaneously accrue pursuant to this Section 7(f) such that the Company shall in no event be obligated to make any payments under this Section 7(f) with respect to any period for which it is obligated to pay the Periodic Amount under Section 7(e). The Company shall not be required to pay the Periodic Amount or the Effectiveness Periodic Amount if the Company has previously paid any such amounts with respect to a period or periods that equal eight (120th) day following 8) months in the Closing Dateaggregate. Notwithstanding the foregoing, the Company shall remain obligated to cause the Registration Statement to become effective, and the Holder Holders shall have the right to take any action necessary or desirable to enforce such this obligation.

Failure of Registration Statement to Become Effective. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not declared effective on or prior to the one hundred and twentieth ninetieth (120th90th) day following the Closing Date. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the Registration Statement is not declared effective within one-hundred and fifty twenty (150120) days after the Closing Date, the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to (i) two percent (2%) of such Holder's ’s pro rata share of the purchase price paid by all Holders for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement and (ii) one and one-half percent (1.51%) of such Holder's ’s pro rata share of the purchase price paid by all Holders for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period (which shall be pro rated for such periods less than thirty (30) days) until either (x) the Registration Statement is declared effectiveeffective or (y) the twelfth (12th) month after the Closing Date has ended; provided that the aggregate amount so payable to each Holder pursuant to this Section 7(f) shall not exceed 10% of the purchase price paid for all shares of Preferred Stock held by such Holder. Payments to be made pursuant to this Section 7(f) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the amounts set forth in this Section 7(f) represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not declared effective on or prior to the one hundred and twentieth ninetieth (120th90th) day following the Closing Date. At any time that amounts continue to accrue pursuant to Section 7(e), such amounts shall be credited against any amounts that simultaneously accrue pursuant to this Section 7(f) such that the Company shall in no event be obligated to make any payments under this Section 7(f) with respect to any period for which it is obligated to pay the Periodic Amount under Section 7(e). Notwithstanding the foregoing, the Company shall remain obligated to cause the Registration Statement to become effective, and the Holder shall have the right to take any action necessary or desirable to enforce such this obligation.

Failure of Registration Statement to Become Effective. The Company Parent and the Holders Purchasers agree that the Holders Purchasers will suffer damages if the Registration Statement is not declared effective on or prior to the one hundred and twentieth (120th) day following the Closing Effectiveness Date. The Company Parent and the Holders Purchasers further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the Registration Statement is not declared effective within one-hundred and fifty (150) days after on or prior to the Closing Effectiveness Date, the Company Parent shall pay in cash as liquidated damages for such failure Liquidated Damages, and not as a penalty to each Holder an amount equal to penalty, 1% of (i) two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement and Price multiplied by (ii) one and one-half percent the number of Exchange Shares held by such Purchaser (1.5%such product being the “Liquidated Damages Amount”) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement for each subsequent per thirty (30) day period (which shall be pro rated for such periods less than thirty (30) days) until the Registration Statement is declared effective. Payments The Liquidated Damages Amount will be paid in cash, unless Parent certifies that such cash payment would result in a breach under its credit facility or other documents evidencing indebtedness, then Parent may pay the Liquidated Damages Amount in kind in the form of additional Common Stock. The determination of the number of shares of Common Stock to be made issued as the Liquidated Damages Amount shall be equal to the Liquidated Damages Amount divided by the lesser of (i) the Purchase Price per share; and (ii) the closing price of Parent’s Common Stock on the AMEX on the date on which the Liquidated Damages payment is due. In no event shall Parent be required to issue fractional shares pursuant to the terms of this Section 7(f) 7.2 and all fractional shares shall be due and payable immediately upon demand in immediately available cash fundsrounded down to the next lowest number of whole shares. The parties agree that the amounts set forth in this Section 7(f) 7.2 represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may will be incurred by the Holders Purchasers if the Registration Statement is not declared effective on or prior to the one hundred and twentieth (120th) day following the Closing Effectiveness Date. Notwithstanding anything to the foregoingcontrary set forth in this Agreement, in no event shall the Company total number of Exchange Shares that Parent shall remain obligated be required to cause issue pursuant to this Agreement exceed the Registration Statement maximum number of shares of Common Stock that Parent can issue without Stockholder Approval pursuant to become effectiveany rule of AMEX, or any other national exchange on which Parent’s Common Stock is then traded including, without limitation, Section 713 of the AMEX Listing Standards, Policies and Requirements, subject to equitable adjustments from time to time for stock-splits, stock dividends, combinations, capital reorganizations and similar events relating to the Holder shall have Common Stock occurring after the right to take any action necessary or desirable to enforce such obligationdate of this Agreement.

Failure of Registration Statement to Become Effective. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not declared effective on or prior to the one hundred and twentieth tenth (120th110th) day following the Initial Closing Date. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the Registration Statement is not declared effective within one-one hundred and fifty ten (150110) days after the Closing Date, the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to (i) two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement Price and (ii) one and one-half two percent (1.52%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement Price for each subsequent thirty (30) day period (which shall be pro rated for such periods less than thirty (30) days) until either (x) the Registration Statement is declared effectiveeffective or (y) the twelfth (12th) month after the Initial Closing Date has ended. Payments to be made pursuant to this Section 7(f) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the amounts set forth in this Section 7(f) represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not declared effective on or prior to the one hundred and twentieth tenth (120th110th) day following the Initial Closing Date. At any time that amounts continue to accrue pursuant to Section 7(e), such amounts shall be credited against any amounts that simultaneously accrue pursuant to this Section 7(f) such that the Company shall in no event be obligated to make any payments under this Section 7(f) with respect to any period for which it is obligated to pay the Periodic Amount under Section 7(e). Notwithstanding the foregoing, the Company shall remain obligated to cause the Registration Statement to become effective, and the Holder Holders shall have the right to take any action necessary or desirable to enforce such this obligation.

Failure of Registration Statement to Become Effective. The Company Issuer and the Holders Purchasers agree that the Holders Purchasers will suffer damages if the Registration Statement is not declared effective on or prior to the one hundred and twentieth (120th) day following the Closing Effectiveness Date. The Company Issuer and the Holders Purchasers further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the Registration Statement is not declared effective within one-hundred and fifty (150) days after on or prior to the Closing Effectiveness Date, the Company Issuer shall pay in cash as liquidated damages for such failure damages, and not as a penalty to each Holder an amount equal to penalty, 1% of (i) two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement and Price multiplied by (ii) one and one-half percent (1.5%) the number of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to held by such Purchaser (such product being the Purchase Agreement for each subsequent thirty (“Liquidated Damages Amount”) per 30) -day period (which shall be pro rated for such periods less than thirty (30) days) until the Registration Statement is declared effective. Payments The Liquidated Damages Amount will be paid in cash, unless the Issuer certifies that such cash payment would result in a breach under its credit facility or other documents evidencing indebtedness, then the Issuer may pay the Liquidated Damages Amount in kind in the form of additional Common Stock. The determination of the number of shares of Common Stock to be made issued as the Liquidated Damages Amount shall be equal to the Liquidated Damages Amount divided by the lesser of (i) the Purchase Price per share; and (ii) the closing price of the Issuer’s Common Stock on the AMEX on the date on which the Liquidated Damages payment is due. In no event shall the Issuer be required to issue fractional shares pursuant to the terms of this Section 7(f) 9.2 and all fractional shares shall be due and payable immediately upon demand in immediately available cash fundsrounded down to the next lowest number of whole shares. The parties agree that the amounts set forth in this Section 7(f) 9.2 represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may will be incurred by the Holders Purchasers if the Registration Statement is not declared effective on or prior to the one hundred and twentieth (120th) day following the Closing Effectiveness Date. Notwithstanding anything to the foregoingcontrary set forth in this Agreement, in no event shall the Company total number of shares of Common Stock that the Issuer shall remain obligated be required to cause issue pursuant to this Agreement exceed the Registration Statement maximum number of shares of Common Stock that the Issuer can issue without stockholder approval pursuant to become effectiveany rule of the American Stock Exchange, or any other national exchange on which the Issuer’s Common Stock is then traded including, without limitation, Section 713 of the American Stock Exchange Listing Standards, Policies and Requirements, subject to equitable adjustments from time to time for stock-splits, stock dividends, combinations, capital reorganizations and similar events relating to the Holder shall have Common Stock occurring after the right to take any action necessary or desirable to enforce such obligationdate of this Agreement.

Failure of Registration Statement to Become Effective. The Company Issuer and the Holders Purchasers agree that the Holders Purchasers will suffer damages if the Registration Statement is not declared effective on or prior to the one hundred and twentieth (120th) day following the Closing Date. The Company Issuer and the Holders Purchasers further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the Registration Statement is not declared effective within one-one hundred and fifty twenty (150120) days after the Closing Date, the Company Issuer shall pay in cash as liquidated damages in additional shares of the Common Stock for such failure and not as a penalty to each Holder an amount Purchaser of a number of shares equal to (i) two percent (2%) of such HolderPurchaser's pro rata share Purchase Price for Common Stock purchased at the Closing and then outstanding pursuant to the Agreement divided by the 10-day average closing price of the purchase price paid by all Holders Common Stock prior to the date that the payment is due and two percent (2%) of such Purchaser's Purchase Price for Preferred Common Stock and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement and (ii) one and onedivided by the prior 10-half percent (1.5%) of such Holder's pro rata share day average closing price of the purchase price paid by all Holders for Preferred Common Stock and other Registrable Securities purchased and then outstanding pursuant prior to the Purchase Agreement date that the payment is due for each subsequent thirty (30) day period (which shall be pro rated for such periods less than thirty (30) days) until the Registration Statement is declared effective. Payments In no event shall the Issuer be required to be made issue fractional shares pursuant to the terms of this Section 7(f) 8.2 and all fractional shares shall be due and payable immediately upon demand in immediately available cash fundsrounded down to the next lowest number of whole shares. The parties agree that the amounts set forth in this Section 7(f) 8.2 represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may will be incurred by the Holders Purchasers if the Registration Statement is not declared effective on or prior to the one hundred and twentieth (120th) day following the Closing Date. Notwithstanding anything to the foregoingcontrary set forth in this Agreement, in no event shall the Company total number of shares of Common Stock that the Issuer shall remain obligated be required to cause issue pursuant to this Agreement exceed the Registration Statement maximum number of shares of Common Stock that the Issuer can issue without stockholder approval pursuant to become effectiveany rule of the American Stock Exchange, or any other national exchange on which the Issuer's Common Stock is then traded including, without limitation, Section 713 of the American Stock Exchange Listing Standards, Policies and Requirements, subject to equitable adjustments from time to time for stock-splits, stock dividends, combinations, capital reorganizations and similar events relating to the Holder shall have Common Stock occurring after the right to take any action necessary or desirable to enforce such obligationdate of this Agreement.

Failure of Registration Statement to Become Effective. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not declared effective on or prior to the one hundred and twentieth (120th) day following the Closing Date. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the Registration Statement is not declared effective within one-hundred and fifty on or before the date that is thirty (15030) days after the Closing DateEffectiveness Deadline (as such Effectiveness Deadline may be delayed pursuant to Section 3(n)), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to (i) two one percent (21%) of such Holder's pro rata share of the purchase price paid by all Holders such Holder for Preferred Stock the Purchased Shares and other Registrable Securities Warrants purchased and then outstanding pursuant to the Purchase Agreement and (ii) one and one-half percent (1.51%) of such Holder's pro rata share of the purchase price paid by all Holders such Holder for Preferred Stock the Purchased Shares and other Registrable Securities Warrants purchased and then outstanding pursuant to the Purchase Agreement and then held by such Holder for each subsequent thirty (30) day period (which shall be pro rated for such periods less than thirty (30) days) until either (x) the Registration Statement is declared effectiveeffective or (y) the twelfth (12th) month after the Closing Date has ended. Payments to be made pursuant to this Section 7(f) shall be due and payable immediately upon demand in immediately available cash funds, provided that a demand by each holder for payment of such amounts shall not be made more frequently than once every thirty (30) days. The parties agree that the amounts set forth in this Section 7(f) represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not declared effective on or prior to the one hundred and twentieth (120th) day following the Closing Date. At any time that amounts continue to accrue pursuant to Section 7(e), such amounts shall be credited against any amounts that simultaneously accrue pursuant to this Section 7(f) such that the Company shall in no event be obligated to make any payments under this Section 7(f) with respect to any period for which it is obligated to pay the Periodic Amount under Section 7(e). Notwithstanding the foregoing, the Company shall remain obligated to cause the Registration Statement to become effective, and the Holder Holders shall have the right to take any action necessary or desirable to enforce such this obligation.

Failure of Registration Statement to Become Effective. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not declared effective on or prior to the one hundred and twentieth ninetieth (120th90th) day following the Closing Filing Period Start Date. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, through no fault of any Holder, the Registration Statement is not declared effective within one-hundred and fifty twenty (150120) days after the Closing Filing Period Start Date, the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to (i) two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement and (ii) one and one-half two percent (1.52%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period (which shall be pro rated for such periods less than thirty (30) days) until either (x) the Registration Statement is declared effectiveeffective or (y) the twelfth (12th) month after the Closing Date has ended. Payments to be made pursuant to this Section 7(f) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the amounts set forth in this Section 7(f) represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not declared effective on or prior to the one hundred and twentieth ninetieth (120th90th) day following the Closing Filing Period Start Date. At any time that amounts continue to accrue pursuant to Section 7(e), such amounts shall be credited against any amounts that simultaneously accrue pursuant to this Section 7(f) such that the Company shall in no event be obligated to make any payments under this Section 7(f) with respect to any period for which it is obligated to pay the Periodic Amount under Section 7(e). Notwithstanding the foregoing, the Company shall remain obligated to cause the Registration Statement to become effective, and the Holder Holders shall have the right to take any action necessary or desirable to enforce such this obligation.

Failure of Registration Statement to Become Effective. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not declared effective on or prior to the one hundred and twentieth ninetieth (120th90th) day following the Initial Closing Date. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the Registration Statement is not declared effective within one-hundred and fifty twenty (150120) days after the Closing Datedate on which the Registration Statement is originally filed with the Commission, the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to (i) two one percent (21%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement Subscription Amount and (ii) one and one-half percent (1.51%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement Subscription Amount for each subsequent thirty (30) day period (which shall be pro rated for such periods less than thirty (30) days) until either (x) the Registration Statement is declared effectiveeffective or (y) the twelfth (12th) month after the Initial Closing Date has ended. Payments to be made pursuant to this Section 7(f) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the amounts set forth in this Section 7(f) represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not declared effective on or prior to the one hundred and twentieth ninetieth (120th90th) day following the Closing Datedate on which the Registration Statement is originally filed with the Commission. At any time that amounts continue to accrue pursuant to Section 7(e), such amounts shall be credited against any amounts that simultaneously accrue pursuant to this Section 7(f) such that the Company shall in no event be obligated to make any payments under this Section 7(f) with respect to any period for which it is obligated to pay the Periodic Amount under Section 7(e). Notwithstanding the foregoing, the Company shall remain obligated to cause the Registration Statement to become effective, and the Holder Holders shall have the right to take any action necessary or desirable to enforce such this obligation.

Failure of Registration Statement to Become Effective. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not declared effective on or prior to the one hundred and twentieth (120th) day following the Closing Effective Date. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the Registration Statement is not declared effective within one-hundred and fifty (150) days after on or prior to the Closing Effective Date, the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to (i) two one percent (21%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock and other Registrable Securities Purchased Shares purchased and then outstanding pursuant to the Purchase Agreement or the Over-Allotment Option and (ii) one and one-half percent (1.51%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock and other Registrable Securities Purchased Shares purchased and then outstanding pursuant to the Purchase Agreement or the Over-Allotment Option for each subsequent thirty (30) day period (which shall be pro rated for such periods less than thirty (30) days) until either (x) the Registration Statement is declared effectiveeffective or (y) the twelfth (12th) month after the Closing Date has ended. Payments to be made pursuant to this Section 7(f8(f) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the amounts set forth in this Section 7(f8(f) represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not declared effective on or prior to the one hundred and twentieth (120thEffective Date. At any time that amounts continue to accrue pursuant to Section 8(e), such amounts shall be credited against any amounts that simultaneously accrue pursuant to this Section 8(f) day following such that the Closing DateCompany shall in no event be obligated to make any payments under this Section 8(f) with respect to any period for which it is obligated to pay the Periodic Amount under Section 8(e). Notwithstanding the foregoing, the Company shall remain obligated to cause the Registration Statement to become effective, and the Holder Holders shall have the right to take any action necessary or desirable to enforce such this obligation.

Failure of Registration Statement to Become Effective. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not declared effective on or prior to the one hundred and twentieth (120th) day following the Closing Date. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the Registration Statement is not declared effective within one-one hundred and fifty twenty (150120) days after the Closing Date, the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to (i) two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement ’s Subscription Amount and (ii) one and one-half two percent (1.52%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement ’s Subscription Amount for each subsequent thirty (30) day period (which shall be pro rated for such periods less than thirty (30) days) until the Registration Statement is declared effective, in each case, unless the delay in effectiveness of the Registration Statement during any thirty (30) day period or portion thereof results from the Commission’s comment process with respect to such Registration Statement and the Company has used and continues to use its best efforts to respond and continues to respond promptly and diligently to all of the Commission’s comments on such Registration Statement. Payments to be made pursuant to this Section 7(f) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the amounts set forth in this Section 7(f) represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not declared effective on or prior to the one hundred and twentieth (120th) day following the Closing Date. Notwithstanding the foregoing, the Company shall remain obligated to cause the Registration Statement to become effective, and the Holder shall have the right to take any action necessary or desirable to enforce such obligation.Closing

Failure of Registration Statement to Become Effective. The Company and the Holders Holder agree that the Holders Holder will suffer damages if the Registration Statement is not declared effective (i) filed with the Commission on or prior to the one hundred and twentieth Required Filing Date, or (120thii) day following declared effective by the Closing Commission on or prior to the Effectiveness Date. The Company and the Holders Holder further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the Registration Statement is not filed with the Commission on or prior to the Required Filing Date and/or declared effective within one-hundred and fifty (150) days after by the Closing Commission on or prior to the Effectiveness Date, the Company shall pay in cash as liquidated damages for any such failure or breach and not as a penalty (the "Liquidated Damages") to each the Holder an amount equal to (i) two percent (2%) of such Holder's pro rata share of the purchase price of the Common Stock paid by all Holders for Preferred Stock and other Registrable Securities purchased and then outstanding the Holder pursuant to the Purchase Agreement and (ii) one and one-half percent (1.5%) of such Holder's pro rata share of or the purchase price paid by all Holders for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Second Purchase Agreement for each subsequent thirty (30) day period (which shall be pro rated for such periods any period less than thirty (30) days) , following the Required Filing Date until the Registration Statement is filed with the Commission and/or following the Effectiveness Date until the Registration Statement is declared effective. Notwithstanding the foregoing, in no event shall the Company be required to pay aggregate Liquidated Damages under this Section 8(d) in excess of twelve percent (12%) of the purchase price of the Common Stock paid by the Holder pursuant to the Purchase Agreement or the Second Purchase Agreement. Payments to be made pursuant to this Section 7(f8(d) shall be due and payable immediately upon demand in immediately available cash fundscash. The parties agree that the amounts set forth in this Section 7(f) Liquidated Damages represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders Holder if the Registration Statement is not filed with the Commission on or prior to the Required Filing Date and/or declared effective on or prior to the one hundred and twentieth (120th) day following the Closing Effectiveness Date. Notwithstanding the foregoing, the Company shall remain obligated to cause the Registration Statement to become effective, and the Holder shall have the right to take any action necessary or desirable to enforce such obligation.

Failure of Registration Statement to Become Effective. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not declared effective on or prior to the one hundred and twentieth tenth (120th110th) day following the Additional Closing Date. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the Registration Statement is not declared effective within one-one hundred and fifty ten (150110) days after the Additional Closing Date, the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to (i) two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement Price and (ii) one and one-half two percent (1.52%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement Price for each subsequent thirty (30) day period (which shall be pro rated for such periods less than thirty (30) days) until either (x) the Registration Statement is declared effectiveeffective or (y) the twelfth (12th) month after the Additional Closing Date has ended. Payments to be made pursuant to this Section 7(f) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the amounts set forth in this Section 7(f) represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not declared effective on or prior to the one hundred and twentieth tenth (120th110th) day following the Additional Closing Date. At any time that amounts continue to accrue pursuant to Section 7(e), such amounts shall be credited against any amounts that simultaneously accrue pursuant to this Section 7(f) such that the Company shall in no event be obligated to make any payments under this Section 7(f) with respect to any period for which it is obligated to pay the Periodic Amount under Section 7(e). Notwithstanding the foregoing, the Company shall remain obligated to cause the Registration Statement to become effective, and the Holder Holders shall have the right to take any action necessary or desirable to enforce such this obligation.

Failure of Registration Statement to Become Effective. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not declared effective on or prior to the one hundred and twentieth (120th) day following the Closing Date. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the Registration Statement is not declared effective within one-hundred and fifty twenty (150120) days after the Closing Date, the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to (i) two three percent (23%) of such Holder's pro rata share of the purchase price paid by all Holders Purchase Price for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement and (ii) one and one-half percent (1.5%) of such Holder's pro rata share of the purchase price paid by all Holders Purchase Price for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period (which shall be pro rated for such periods less than thirty (30) days) until the Registration Statement is declared effective. Payments to be made pursuant to this Section 7(f8(f) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the amounts set forth in this Section 7(f8(f) represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may will be incurred by the Holders if the Registration Statement is not declared effective on or prior to the one hundred and twentieth ninetieth (120th90th) day following the Closing Date. Notwithstanding the foregoing, the Company shall remain obligated to cause the Registration Statement to become effective, and the Holder shall have the right to take any action necessary or desirable to enforce such obligation.

Failure of Registration Statement to Become Effective. The Company and the Holders Investors agree that the Holders Investors will suffer damages if the Registration Statement is not declared effective by the Commission on or prior to the one hundred and twentieth ninetieth (120th90th) day following the Closing DateTarget Filing Date (the "Effectiveness Deadline"). The Company and the Holders Investors further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the Registration Statement is not declared effective within one-hundred and fifty (150) days after by the Closing DateCommission prior to the Effectiveness Deadline, the Company shall pay in cash or in shares of Common Stock (at the Company's option) as liquidated damages for such failure and not as a penalty to each Holder Investor an amount equal to (ia) two percent (2%) of such HolderInvestor's Total Purchase Price for the first 30-day period following the Effectiveness Deadline (which shall be pro rata share of the purchase price paid by all Holders rated for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement such periods less than 30 days) and (iib) one and one-half percent (1.51%) of such HolderInvestor's pro rata share of the purchase price paid by all Holders for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Total Purchase Agreement Price for each subsequent thirty (30) -day period (which shall be pro rated for such periods less than thirty (30) 30 days) (the "Non-Effectiveness Damages") until either (x) the Registration Statement is declared effectiveeffective by the Commission or (y) the first anniversary of the Agreement Date. Payments to be made to an Investor pursuant to this Section 7(f) 10 shall be due and payable immediately upon within 5 business days of any demand therefor by such Investor, but in immediately available cash fundsno event more than once during any 30-day period. The parties agree that the amounts set forth in this Section 7(f) Non-Effectiveness Damages represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders Investors if the Registration Statement is not declared effective on or prior to the one hundred and twentieth ninetieth (120th90th) day following the Closing Target Filing Date. Notwithstanding the foregoing, If the Company elects to pay the Non-Effectiveness Damages in shares of Common Stock, such shares of Common Stock shall remain obligated to cause be valued at the Registration Statement to become effective, and average closing price of a share of Common Stock on the Holder shall have applicable trading market for the right to take any action necessary or desirable to enforce Common Stock for the 5-trading-day period immediately preceding the date of demand of such obligationNon-Effectiveness Damages.

Failure of Registration Statement to Become Effective. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not declared effective on or prior to the one hundred and twentieth (120th) day following the Closing Date. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the Registration Statement is not declared effective within one-hundred and fifty (150) days after the Closing Date, the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to (i) two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock Notes and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement and (ii) one and one-half percent (1.5%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock Notes and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period (which shall be pro rated for such periods less than thirty (30) days) until the Registration Statement is declared effective. Payments to be made pursuant to this Section 7(f) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the amounts set forth in this Section 7(f) represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not declared effective on or prior to the one hundred and twentieth (120th) day following the Closing Date. Notwithstanding the foregoing, the Company shall remain obligated to cause the Registration Statement to become effective, and the Holder shall have the right to take any action necessary or desirable to enforce such obligation.

Failure of Registration Statement to Become Effective. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not declared effective on or prior to the one hundred and twentieth sixty-fifth (120th165th) day following the Closing Date. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the Registration Statement is not declared effective within one-hundred and fifty sixty-five (150165) days after the Closing Datedate on which the Registration Statement is originally filed with the Commission, the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to (i) two three percent (23%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement Subscription Amount and (ii) one and one-half percent (1.5%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement Subscription Amount for each subsequent thirty (30) day period (which shall be pro rated for such periods less than thirty (30) days) until either (x) the Registration Statement is declared effectiveeffective or (y) the twelfth (12th) month after the Closing Date has ended. Payments to be made pursuant to this Section 7(f) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the amounts set forth in this Section 7(f) represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the Registration Statement is not declared effective on or prior to the one hundred and twentieth sixty-fifth (120th165th) day following the Closing Datedate on which the Registration Statement is originally filed with the Commission. At any time that amounts continue to accrue pursuant to Section 7(e), such amounts shall be credited against any amounts that simultaneously accrue pursuant to this Section 7(f) such that the Company shall in no event be obligated to make any payments under this Section 7(f) with respect to any period for which it is obligated to pay the Periodic Amount under Section 7(e). Notwithstanding the foregoing, the Company shall remain obligated to cause the Registration Statement to become effective, and the Holder Holders shall have the right to take any action necessary or desirable to enforce such this obligation.

Failure of Registration Statement to Become Effective. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not declared effective on or prior to the one hundred and twentieth seventy-fifth (120th75th) day following the Closing Filing Date. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the Registration Statement is not declared effective within oneseventy-hundred and fifty five (15075) days after the Closing Filing Date, the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to (i) two percent (2%) of $150,000, multiplied by such Holder's pro ’s pro-rata share portion of all of the purchase price paid by all Holders for Preferred Stock and other Registrable Securities Warrants purchased and then outstanding pursuant to the Purchase Agreement and (ii) one and one-half percent (1.5%) of $75,000, multiplied by such Holder's pro ’s pro-rata share portion of all of the purchase price paid by all Holders for Preferred Stock and other Registrable Securities Warrants purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period (which shall be pro rated for such periods less than thirty (30) days) until the Registration Statement is declared effective. Payments to be made pursuant to this Section 7(f) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the amounts set forth in this Section 7(f) represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may will be incurred by the Holders if the Registration Statement is not declared effective on or prior to the one hundred and twentieth seventy-fifth (120th75th) day following the Closing Filing Date. Notwithstanding the foregoing, the Company shall remain obligated to cause the Registration Statement to become effective, and the Holder shall have the right to take any action necessary or desirable to enforce such obligation.

Failure of Registration Statement to Become Effective. The Company Parent and the Holders Purchasers agree that the Holders Purchasers will suffer damages if the Registration Statement is not declared effective on or prior to the one hundred and twentieth (120th) day following the Closing Effectiveness Date. The Company Parent and the Holders Purchasers further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the Registration Statement is not declared effective within one-hundred and fifty (150) days after on or prior to the Closing Effectiveness Date, the Company Parent shall pay in cash as liquidated damages for such failure Liquidated Damages, and not as a penalty to each Holder an amount equal to penalty, 1% of (i) two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement and Price multiplied by (ii) one and one-half percent the number of Exchange Shares held by such Purchaser (1.5%such product being the "Liquidated Damages Amount") of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement for each subsequent per thirty (30) day period (which shall be pro rated for such periods less than thirty (30) days) until the Registration Statement is declared effective. Payments The Liquidated Damages Amount will be paid in cash, unless Parent certifies that such cash payment would result in a breach under its credit facility or other documents evidencing indebtedness, then Parent may pay the Liquidated Damages Amount in kind in the form of additional Common Stock. The determination of the number of shares of Common Stock to be made issued as the Liquidated Damages Amount shall be equal to the Liquidated Damages Amount divided by the lesser of (i) the Purchase Price per share; and (ii) the closing price of Parent's Common Stock on the AMEX on the date on which the Liquidated Damages payment is due. In no event shall Parent be required to issue fractional shares pursuant to the terms of this Section 7(f) 7.2 and all fractional shares shall be due and payable immediately upon demand in immediately available cash fundsrounded down to the next lowest number of whole shares. The parties agree that the amounts set forth in this Section 7(f) 7.2 represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may will be incurred by the Holders Purchasers if the Registration Statement is not declared effective on or prior to the one hundred and twentieth (120th) day following the Closing Effectiveness Date. Notwithstanding anything to the foregoingcontrary set forth in this Agreement, in no event shall the Company total number of Exchange Shares that Parent shall remain obligated be required to cause issue pursuant to this Agreement exceed the Registration Statement maximum number of shares of Common Stock that Parent can issue without Stockholder Approval pursuant to become effectiveany rule of AMEX, or any other national exchange on which Parent's Common Stock is then traded including, without limitation, Section 713 of the AMEX Listing Standards, Policies and Requirements, subject to equitable adjustments from time to time for stock-splits, stock dividends, combinations, capital reorganizations and similar events relating to the Holder shall have Common Stock occurring after the right to take any action necessary or desirable to enforce such obligationdate of this Agreement.

Failure of Registration Statement to Become Effective. The Company and the Holders agree that the Holders will suffer damages if the a Registration Statement is not declared effective on or prior to the one hundred and twentieth (120th) day following the Closing Effectiveness Date. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the a Registration Statement is not declared effective within one-hundred and fifty (150) days after on or prior to the Closing Effectiveness Date, the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder an amount equal to (i) two percent (2%) of such Holder's pro rata share ’s Aggregate Share Value upon the occurrence of such failure to be declared effective (the purchase price paid by all Holders for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement “Effectiveness Fixed Amount”) and (ii) one and one-half percent (1.5%) of such Holder's pro rata share of the purchase price paid by all Holders for Preferred Stock and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement ’s Aggregate Share Value for each subsequent thirty (30) day period (which shall be pro rated for such periods less than thirty (30) days) until the Registration Statement is declared effectiveeffective (the “Effectiveness Periodic Amount”). Payments to be made pursuant to this Section 7(f8(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the amounts Effectiveness Fixed Amount and the Effectiveness Periodic Amount set forth in this Section 7(f8(e) represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holders if the a Registration Statement is not declared effective on or prior to the one hundred and twentieth Effectiveness Date. At any time that amounts continue to accrue pursuant to Section 8(d), such amounts shall be credited against any amounts that simultaneously accrue pursuant to this Section 8(e) such that the Company shall in no event be obligated to make any payments under this Section 8(e) with respect to any period for which it is obligated to pay the Periodic Amount under Section 8(d). The Company shall not be required to pay the Periodic Amount or the Effectiveness Periodic Amount if the Company has previously paid any such amounts with respect to a period or periods that equal eight (120th) day following 8) months in the Closing Dateaggregate. Notwithstanding the foregoing, the Company shall remain obligated to cause the Registration Statement to become effective, and the Holder Holders shall have the right to take any action necessary or desirable to enforce such this obligation.