Common use of Failure to File Registration Statement and Other Events Clause in Contracts

Failure to File Registration Statement and Other Events. The Company and the Purchaser agree that the Holder will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board for any reason for more than ninety (90) days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to the Holder an amount equal to 2% of the Holder's pro rata share of the purchase price paid by the Holder for all Notes purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period until the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents 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 Holder if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchaser agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date (subject to the Company meeting its commitment to respond to all comments in a reasonable timely manner) and maintained in the manner contemplated herein during the Effectiveness Period Time or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within with the time periods set forth in Section 2(a)), or (iiB) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 12d-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiC) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivD) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board or The Nasdaq Small-Cap Market for any reason for more than ninety (90) days three Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (viE) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (viiG) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (E) the date on which such Event occurs, or for purposes of clause (B) the date on which such five day period is exceeded, or for purposes of clause (C) after more than fifteen Business Days, or for purposes of clause (D) the date on which such three Business Day period is exceeded, or for clause (F) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay pay, at the option of the Holder, an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 1% for the first calendar month and 2% per calendar month thereafter or portion thereof of the principal amount of the Notes held by such failure and not as a penalty Holder plus the principal amount of any Notes that have been converted to the Holder an amount equal to 2% extent any of the Holder's pro rata share of Conversion Shares issued upon such conversion have not been sold from the purchase price paid by the Holder for all Notes purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period Event Date until the applicable Event has been is cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e7(e)(i) shall be due and payable immediately upon demand in immediately available funds. The parties agree that If the Periodic Amount represents a reasonable estimate Holder elects to be paid in shares of Common Stock, the number of such shares of Common Stock shall be based on the part of the parties, as of the date of this Agreement, of the liquidated damage amount of damages that may be incurred divided by the Holder if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained Conversion Rate (as defined in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredNote).

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within with the time periods set forth in Section 2(a)2), or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately promptly by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2 hereof, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from or no longer quoted on the OTC Bulletin Board (or other principal exchange on which the Common Stock is listed or traded) for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to two percent (2% %) for each calendar month (prorated for shorter periods) of the Holder's pro rata share of ’s initial investment in the purchase price paid by Preferred Stock from the Holder for all Notes purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period Event Date until the applicable Event has been is cured; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of twenty percent (20%) of the amount of the Holder’s initial investment in the Preferred Stock. The Company shall not be liable for liquidated damages under this Agreement as to any Registrable Securities which are not permitted by the Commission to be included in a Registration Statement because of its application of Rule 415 until such time as the provisions of this Agreement as to the Registration Statements required to be filed pursuant to Section 2(b) are triggered, in which case the provisions of this Section 7(e) shall once again apply, if applicable. In such case, the liquidated damages shall be pro rated for such periods less than thirty (30) days (calculated to only apply to the "Periodic Amount"). Payments percentage of Registrable Securities which are permitted by the Commission to be made included in the Registration Statement. Notwithstanding anything to the contrary in this paragraph (e), if (i) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (II) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part first (1st) Business Day of each thirty (30) day period following the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holder if the Registration Statement is not filed on or prior Event Date. Notwithstanding anything to the Filing Date or has not been declared effective by the Commission on or prior contrary contained herein, in no event shall any liquidated damages be payable with respect to the Effectiveness Date and maintained in Warrants or the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredWarrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date or the Warrant Filing Date, as the case may be, and not declared effective by the Commission on or prior to the Effectiveness Date or the Warrant Effectiveness Date, as the case may be, and maintained in the manner contemplated herein during the Effectiveness Period or the Warrant Effectiveness Period, as the case may be, or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date or the Warrant Filing Date, as the case may be, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because Warrant Effectiveness Date, as the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))case may be, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period or the Warrant Effectiveness Period, as the case may be, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay pay, at the option of the Holder, an amount in cash or shares of Common Stock, as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to 2% one and one-half percent (1.5%) of the amount of the Holder's pro rata share initial investment in the Notes for each calendar month or portion thereof thereafter from the Event Date until the applicable Event is cured. Notwithstanding anything to the contrary in this Section 7(d), if (i) any of the purchase price paid Events described in clauses (A), (B) or (C) shall have occurred, (ii) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (iii) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Holder for all Notes purchased and then outstanding Company pursuant to this Section 7(d) shall be payable on the Purchase Agreement for first (1st) business day of each thirty (30) day period until following the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents 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 Holder if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredDate.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date date that is one hundred twenty (or in 120) days following the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Closing Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "“Event",” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “Event Date”), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to 2% two percent (2.0%) of the amount of the Holder's pro rata share ’s initial investment in the Notes for the first calendar month or portion thereof and one percent (1.0%) of the purchase price paid by amount of the Holder for all Holder’s initial investment in the Notes purchased and then outstanding pursuant per calendar month or portion thereof thereafter from the Event Date (provided that, with respect to the Purchase Agreement for each thirty Event described in clause (30B), the “first calendar month” shall be deemed to commence on the thirtieth (30th) day period prior to the applicable Event Date) until the applicable Event has been is cured. Notwithstanding anything to the contrary in this paragraph (e), which shall be pro rated for such periods less than thirty if (30i) days any of the Events described in clauses (the "Periodic Amount"A). Payments to be made pursuant to this Section 7(e, (B) or (C) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holder if the Registration Statement is not filed (ii) on or prior to the Filing applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (iii) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredsuspension.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the any Registration Statement is not filed on or prior to the applicable Filing Date and not declared effective by the Commission on or prior to the applicable Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n) hereof, or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or delisted from the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "“Event",” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “Event Date”), the Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to two percent (2% %) of the amount of the Holder's pro rata share of ’s initial investment in the purchase price paid by the Holder for all Notes purchased Common Stock and then outstanding Warrants pursuant to the Purchase Agreement for each thirty (30) day 30)-day period or portion thereof thereafter from the Event Date until the applicable Event has been is cured; provided, which however, that in no event shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount"). Payments amount of liquidated damages payable at any time and from time to be made time to any Holder pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part exceed an aggregate of the parties, as of the date of this Agreement, twenty percent (20%) of the amount of damages that may be incurred by the Holder Holder’s initial investment in the Common Stock. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Registration Statement is not filed Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the Filing applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or has not been declared effective suspension. Liquidated damages payable by the Commission Company pursuant to this Section 7(d) shall be payable on or prior the first (1st) Business Day of each thirty (30)-day period following the Event Date in cash. Notwithstanding anything to the Effectiveness Date and maintained contrary contained herein, in no event shall any liquidated damages be payable with respect to the manner contemplated herein during delay caused solely due to a Rule 415 comment by the Effectiveness Period or if any other Event as described herein has occurredCommission.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date and not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Time or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the date that is thirty (30) days following the Filing Date, or is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within with the time periods set forth in Section 2(a)2), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board Nasdaq SmallCap Market or other exchange for any reason for more than ninety (90) days three Business Days in the aggregate, or (v) the conversion rights of the Holder Holders are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of DesignationSecurity Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event," and for purposes of clauses (i), (v) and (vii) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five day period is exceeded, or for purposes of clause (iii) after more than fifteen Business Days, or for purposes of clause (iv) the date on which such three Business Day period is exceeded, or for clause (vi) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay pay, at the option of the Holder, an amount in cash or shares of Common Stock, as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to 2% for each calendar month or portion thereof of the Holder's pro rata share principal amount of the purchase price paid Notes held by such Holder plus the Holder for all principal amount of any Notes purchased and then outstanding pursuant that have been converted to the Purchase Agreement for each thirty (30) day period extent any of the Conversion Shares issued upon such conversion have not been sold from the Event Date until the applicable Event has been is cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that If the Periodic Amount represents a reasonable estimate Holder elects to be paid in shares of Common Stock, the number of such shares of Common Stock shall be based on the part of the parties, as of the date of this Agreement, of the liquidated damage amount of damages that may be incurred divided by the Holder if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained Conversion Rate (as defined in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredNote).

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately promptly by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such five Business Day period is exceeded, or for purposes of clause (D) after more than fifteen Business Days, or for purposes of clause (F) the date on which such three Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to 2% per calendar month or portion thereof of the Holder's pro rata share of initial investment in the purchase price paid by Shares from the Holder for all Notes purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period Event Date until the applicable Event has been is cured; provided, which that, liquidated damages for each calendar month shall be pro rated for such periods less than thirty payable at the Purchaser's option in cash or shares of Common Stock. Notwithstanding anything to the contrary in this paragraph (30e), if (i) days any of the Events described in clauses (the "Periodic Amount"A). Payments to be made pursuant to this Section 7(e, (B) or (C) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holder if the Registration Statement is not filed (II) on or prior to the Filing applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or has not been declared effective suspension. If the Company elects to pay in shares of Common Stock, the number of such shares of Common Stock to be issued to the Holders pursuant to this paragraph (e) shall be based on the liquidated damage amount divided by the Commission volume weighted average price of the Common Stock for the ten (10) trading days prior to such Event Date and shall be issuable promptly upon receipt by the Company of a written demand from a Holder made on or prior to after the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredDate.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Time or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in 120th day after the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Closing Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from both The Nasdaq Capital Market and the OTC Bulletin Board for any reason for more than ninety (90) days five Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "“Event",” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such five Business Day period is exceeded, or for purposes of clause (D) after more than fifteen Business Days, or for purposes of clause (F) the date on which such five Business Day period is exceeded, being referred to as “Event Date”), then the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to 23% for the first calendar month and 1.5% per calendar month thereafter or portion thereof of the Holder's pro rata share of ’s initial investment in the purchase price paid by Shares from the Holder for all Notes purchased and then outstanding pursuant Event Date (provided that, with respect to the Purchase Agreement for each thirty Event described in clause (30B), the “first calendar month” shall be deemed to commence on the 30th day prior to the applicable Event Date) day period until the applicable Event has been is cured; provided, which that, liquidated damages for the first calendar month upon the occurrence of an Event shall be pro rated payable in cash only, and for such periods less than thirty each calendar month thereafter shall be payable at the Company’s option in cash or shares of Common Stock. Notwithstanding anything to the contrary in this paragraph (30e), if (I) days any of the Events described in clauses (the "Periodic Amount"A). Payments to be made pursuant to this Section 7(e, (B), (C) or (D) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holder if the Registration Statement is not filed (II) on or prior to the Filing applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or has not been declared effective suspension. If the Company elects to pay in shares of Common Stock, the number of such shares of Common Stock to be issued to the Holders pursuant to this paragraph (e) shall be based on the liquidated damage amount divided by the Commission average closing bid price of the Common Stock for the five trading days prior to such Event Date and shall be issuable promptly upon receipt by the Company of a written demand from a Holder made on or prior to after the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredDate.

Failure to File Registration Statement and Other Events. The Company and the Purchaser agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Time or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within with the time periods set forth in Section 2(a)), or (iiB) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiC) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivD) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board or The Nasdaq Small-Cap Market for any reason for more than ninety (90) days three Business Days in the aggregate, or (vE) the conversion rights of the Holder Holders are suspended for any reason, including by reason except as a result of Section 5(a)(iii) of the CompanyCertificate of Designation, or (viF) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (viiG) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (E) the date on which such Event occurs, or for purposes of clause (B) the date on which such five day period is exceeded, or for purposes of clause (C) after more than fifteen Business Days, or for purposes of clause (D) the date on which such three Business Day period is exceeded, or for clause (F) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay pay, at the option of the Holder, an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 1% for the first calendar month and 2% per calendar month thereafter or portion thereof of the principal amount of the Notes held by such failure and not as a penalty Holder plus the principal amount of any Notes that have been converted to the Holder an amount equal to 2% extent any of the Holder's pro rata share of Conversion Shares issued upon such conversion have not been sold from the purchase price paid by the Holder for all Notes purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period Event Date until the applicable Event has been is cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e7(e)(i) shall be due and payable immediately upon demand in immediately available funds. The parties agree that If the Periodic Amount represents a reasonable estimate Holder elects to be paid in shares of Common Stock, the number of such shares of Common Stock shall be based on the part of the parties, as of the date of this Agreement, of the liquidated damage amount of damages that may be incurred divided by the Holder if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained Conversion Rate (as defined in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredNote).

Failure to File Registration Statement and Other Events. The Company and the Purchaser agree that the Holder will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board for any reason for more than ninety (90) days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designationthe Notes, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "EventEVENT"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to the Holder an amount equal to 2% of the Holder's pro rata share of the purchase price paid by the Holder for all Notes purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period until the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents 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 Holder if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur, as more fully set forth below. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately promptly by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to 2% two percent (2.0%) of the Holder's pro rata share initial investment in the Shares for the first calendar month from the Event Date or portion thereof and one percent (1.0%) of the purchase price paid by Holder's initial investment in the Holder for all Notes purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period Shares per calendar month thereafter or portion thereof until the applicable Event has been is cured; provided, which that, the Company shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to not incur liquidated damages under this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree following the date that the Periodic Amount represents a reasonable estimate on the part of the parties, as of is two (2) years from the date of this Agreement. Notwithstanding anything to the contrary in this paragraph (d), if (I) any of the amount of damages that may be incurred by the Holder if the Registration Statement is not filed Events described in clauses (A), (B) or (C) shall have occurred, (II) on or prior to the Filing applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredsuspension.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or delisted from the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "“Event",” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “Event Date”), the Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to 2% one and one-half percent (1.5%) of the amount of the Holder's pro rata share ’s initial investment in the Notes for each calendar month or portion thereof thereafter from the Event Date until the applicable Event is cured; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of ten percent (10%) of the purchase price paid amount of the Holder’s initial investment in the Notes. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Holder for all Notes purchased and then outstanding Company pursuant to this Section 7(d) shall be payable on the Purchase Agreement for first (1st) Business Day of each thirty (30) day period until following the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount")Date. Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents 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 Holder if the Registration Statement is not filed on or prior Notwithstanding anything to the Filing Date or has not been declared effective by the Commission on or prior contrary contained herein, in no event shall any liquidated damages be payable with respect to the Effectiveness Date and maintained in Warrants or the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredWarrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, except as set forth in Section 3(n), (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within with the time periods set forth in Section 2(a)2), or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five (5) Business Days days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2 hereof or (E) the Company has breached Section 3(n), or (ivF) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board or the Nasdaq SmallCap Market (or other principal exchange on which the Common Stock is traded) for any reason for more than ninety (90) days three Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate without subsequent listing on another exchange (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such five Business Day period is exceeded, or for purposes of clause (D) after more than twenty Business Days, or for purposes of clause (F) the date on which such three Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to the each Holder an amount in cash equal to 22.0% for the first calendar month (prorated for shorter periods) and 1.5% per calendar month thereafter (prorated for shorter periods) of the Holder's pro rata share initial investment in the Preferred Stock from the Event Date, less any amount of the purchase price paid Preferred Stock that has been converted and sold by the Holder for all Notes purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period such Holder, until the applicable Event has been is cured. Notwithstanding anything to the contrary in this paragraph (e), which shall be pro rated for such periods less than thirty if (30I) days any of the Events described in clauses (the "Periodic Amount"A). Payments to be made pursuant to this Section 7(e, (B) or (C) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holder if the Registration Statement is not filed (II) on or prior to the Filing applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredsuspension.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or delisted from the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to 2% two percent (2.0%) of the amount of the Holder's pro rata share ’s initial investment in the Preferred Stock for each calendar month or portion thereof thereafter from the Event Date until the applicable Event is cured; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of twenty-four percent (24%) of the purchase price paid amount of the Holder’s initial investment in the Preferred Stock. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Holder for all Notes purchased and then outstanding Company pursuant to this Section 7(d) shall be payable on the Purchase Agreement for first (1st) Business Day of each thirty (30) day period until following the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount")Date. Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents 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 Holder if the Registration Statement is not filed on or prior Notwithstanding anything to the Filing Date or has not been declared effective by the Commission on or prior contrary contained herein, in no event shall any liquidated damages be payable with respect to the Effectiveness Date and maintained in Warrants or the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredWarrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchaser agree that the Holder will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board for any reason for more than ninety (90) days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of DesignationDesignations, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to the Holder an amount equal to 2% of the Holder's pro rata share of the purchase price Purchase Price paid by the Holder for all Notes Preferred Stock and Warrants purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period until the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents 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 Holder if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Holders agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2(a) hereof, or (ivE) the Company has breached Section 3(n) of this Agreement, or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the OTC Bulletin Board OTCQB (or other principal exchange on which the Common Stock is traded) for any reason for more than ninety three (903) days consecutive Business Days or twelve (12) Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended aggregate for any reasontwelve month period, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "“Event",” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (F) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”), then the Company shall pay in cash as to each Holder for liquidated damages for such failure and not as a penalty to the Holder an amount of cash equal to 2% of the Holder's pro rata share product of (i) the number of Registrable Securities and (ii) the Closing Sale Price or Closing Bid Price as of the purchase price paid trading day immediately prior to the Event Date, such payments to be made on the Event Date and every thirty (30) day anniversary thereafter with a maximum penalty of 12% until the applicable Event is cured; provided, however, that in the event the Commission does not permit all of the Registrable Securities to be included in the Registration Statement because of its application of Rule 415, liquidated damages payable pursuant to this Section shall only be payable by the Holder for all Notes purchased and then outstanding Company based on the portion of the Holder’s initial investment in the Securities that corresponds to the number of such Holder’s Registrable Securities permitted to be registered by the Commission in such Registration Statement pursuant to Rule 415. For further clarification, the Purchase Agreement for parties understand that no liquidated damages shall be payable pursuant to this Section with respect to any Registrable Securities that the Company is not permitted to include on such Registration Statement due to the Commission’s application of Rule 415. In addition, no liquidated damages shall be payable with respect to Registrable Securities that may be sold pursuant to Rule 144. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(f) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period until following the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount")Date. Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents 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 Holder if the Registration Statement is not filed on or prior Notwithstanding anything to the Filing Date or has not been declared effective by the Commission on or prior contrary contained herein, in no event shall any liquidated damages be payable with respect to the Effectiveness Date and maintained in Warrants or the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredWarrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Holders agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2(a) hereof, or (ivE) the Company has breached Section 3(n) of this Agreement, or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the OTC Bulletin Board NASDAQ (or other principal exchange on which the Common Stock is traded) for any reason for more than ninety three (903) days consecutive Business Days or twelve (12) Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended aggregate for any reasontwelve month period, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "“Event",” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (F) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”), then the Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to 2% one percent (1%) of the amount of the Holder's pro rata share ’s initial investment in the Units for each calendar month or portion thereof thereafter from the Event Date until the applicable Event is cured; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of ten percent (10%) of the purchase price paid amount of the Holder’s initial investment in the Units; and provided, further, that in the event the Commission does not permit all of the Registrable Securities to be included in the Registration Statement because of its application of Rule 415, liquidated damages payable pursuant to this Section shall only be payable by the Holder for all Notes purchased and then outstanding Company based on the portion of the Holder’s initial investment in the Units that corresponds to the number of such Holder’s Registrable Securities permitted to be registered by the Commission in such Registration Statement pursuant to Rule 415. For further clarification, the Purchase Agreement for parties understand that no liquidated damages shall be payable pursuant to this Section with respect to any Registrable Securities that the Company is not permitted to include on such Registration Statement due to the Commission’s application of Rule 415. In addition, no liquidated damages shall be payable with respect to Registrable Securities that may be sold pursuant to Rule 144. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(f) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period until following the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount")Date. Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents 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 Holder if the Registration Statement is not filed on or prior Notwithstanding anything to the Filing Date or has not been declared effective by the Commission on or prior contrary contained herein, in no event shall any liquidated damages be payable with respect to the Effectiveness Date and maintained in Warrants or the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredWarrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchaser agree Issuer agrees that the Holder will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company Issuer and the Holder further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (iiC) the Company Issuer fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company Issuer is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 11(a) hereof, or (ivE) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the OTC Bulletin Board NYSE Amex (or other principal exchange on which the Common Stock is traded) for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "“Event",” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”), the Company Issuer shall pay an amount in cash as liquidated damages for such failure and not as a penalty to the Holder an amount equal to 2% one and a half percent (1.5%) of the Holder's pro rata share amount of this Note for each calendar month or portion thereof thereafter from the Event Date until the applicable Event is cured; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 11(d) exceed an aggregate of twenty percent (20%) of the purchase price paid amount of this Note. Liquidated damages payable by the Holder for all Notes purchased and then outstanding Issuer pursuant to this Section 11(d) shall be payable on the Purchase Agreement for Event Date and the first (1st) Business Day of each thirty (30) day period until following the applicable Event has been curedDate. Notwithstanding the foregoing, which shall be pro rated if the only reason for such periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents 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 failure by the Holder if Issuer to file the Registration Statement is not filed on or prior to by the Filing Date or has not been to cause the Registration Statement to be declared effective by the Commission on or prior Effectiveness Date is due to the Effectiveness Date and maintained pendency of a material acquisition or other Fundamental Transaction approved in advance by the manner contemplated herein during Holder, the Effectiveness Period or if any other Event as described herein has occurredprovisions of this Section 11(d) shall not be applicable.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Holders agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date Deadline and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occurPeriod. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Deadline, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iii) the Registration Statement is not declared effective by the Commission as to all Registrable Securities within one hundred (100) days after the Closing Date, or (iv) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately promptly by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (ivv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board any securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an “Exchange”), without immediately being listed on any other Exchange, for any reason for more than ninety one (901) days in the aggregateBusiness Day, or (v) the conversion rights of the Holder are suspended for any reason, including by the Companyother than pursuant to Section 3(n), or (vi) the Company breaches in a material respect exercise rights of the Holders under the Warrants are suspended for any covenant or other material term or condition to this Agreement, reason without the Certificate consent of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Companyparticular Holder, or (vii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "“Event"”), the Company shall pay in cash then as liquidated damages for such failure or breach and not as a penalty penalty, the Company shall issue to the Holder an amount each month during the continuance of such Event (pro rated for any partial month) a number of shares of Common Stock equal to 22.5% of the Holder's pro rata share number of the purchase price paid shares of Common Stock purchased by the Holder for all Notes purchased and then outstanding Purchaser pursuant to the Purchase Agreement for each thirty (30) day period until the applicable Event has been cured; provided that such liquidated damages shall not be payable to any Holder other than Sigma Opportunity Fund, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due LLC and payable immediately upon demand in immediately available fundsits permitted assigns. The parties agree that the Periodic Amount such payment represents 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 Holder Holders if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date Deadline and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred. Notwithstanding the foregoing, the Company shall remain obligated to cure the breach or correct the condition that caused the Event, and the Holder shall have the right to take any action necessary or desirable to enforce such obligation.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Time or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in 120th day after the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Closing Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from both The Nasdaq SmallCap Market and the OTC Bulletin Board for any reason for more than ninety (90) days five Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "“Event",” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such five Business Day period is exceeded, or for purposes of clause (D) after more than fifteen Business Days, or for purposes of clause (F) the date on which such three Business Day period is exceeded, being referred to as “Event Date”), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to 23% for the first calendar month and 1.5% per calendar month thereafter or portion thereof of the Holder's pro rata share of ’s initial investment in the purchase price paid by Shares from the Holder for all Notes purchased and then outstanding pursuant Event Date (provided that, with respect to the Purchase Agreement for each thirty Event described in clause (30B), the “first calendar month” shall be deemed to commence on the 30th day prior to the applicable Event Date) day period until the applicable Event has been is cured; provided, which that, liquidated damages for the first calendar month upon the occurrence of an Event shall be pro rated payable in cash only, and for such periods less than thirty each calendar month thereafter shall be payable at the Company’s option in cash or shares of Common Stock. Notwithstanding anything to the contrary in this paragraph (30e), if (i) days any of the Events described in clauses (the "Periodic Amount"A). Payments to be made pursuant to this Section 7(e, (B) or (C) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holder if the Registration Statement is not filed (II) on or prior to the Filing applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or has not been declared effective suspension. If the Company elects to pay in shares of Common Stock, the number of such shares of Common Stock to be issued to the Holders pursuant to this paragraph (e) shall be based on the liquidated damage amount divided by the Commission average closing bid price of the Common Stock for the five trading days prior to such Event Date and shall be issuable promptly upon receipt by the Company of a written demand from a Holder made on or prior to after the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredDate.

Failure to File Registration Statement and Other Events. The Company and the Purchaser agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n) hereof, or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the OTC Bulletin Board principal exchange or market on which the Common Stock is then traded for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "“Event",” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such five (5) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as an “Event Date”), then and only then, the Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to 2% one percent (1.0%) of the Holder's pro rata share Face Value of the purchase price paid Preferred Shares then held by such Holder on such Event Date and one-half percent (0.5%) of the Face Value of the Preferred Shares then held by such Holder for all Notes purchased and then outstanding pursuant to each calendar month or portion thereof thereafter from the Purchase Agreement for each thirty (30) day period Event Date until the applicable Event has been is cured; provided, which however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of six percent (6.0%) of the Face Value of the Preferred Shares then held by such Holder. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be pro rated for deemed instead to occur on the second Business Day following the termination of such periods less than thirty (30) days (postponement or suspension. Liquidated damages payable by the "Periodic Amount"). Payments to be made Company pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part first (1st) Business Day of each thirty (30)-day period following the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holder if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredDate.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2(a) hereof, and has failed or refused to cure such breach, or (ivE) the Company has breached its covenants contained in Section 3(n) of this Agreement, or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the OTC Bulletin Board NASDAQ (or other principal exchange on which the Common Stock is traded) for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (F) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as "Event Date"), the Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to two percent (2% %) of the amount of the Holder's pro rata share ’s initial investment in the Units for each calendar month or portion thereof thereafter from the Event Date until the applicable Event is cured; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of ten percent (10%) of the purchase price paid amount of the Holder’s initial investment in the Units; and provided, further, that in the event the Commission does not permit all of the Registrable Securities to be included in the Registration Statement because of its application of Rule 415, liquidated damages payable pursuant to this Section shall only be payable by the Holder for all Notes purchased and then outstanding Company based on the portion of the Holder’s initial investment in the Units that corresponds to the number of such Holder’s Registrable Securities permitted to be registered by the Commission in such Registration Statement pursuant to Rule 415. For further clarification, the Purchase Agreement for parties understand that no liquidated damages shall be payable pursuant to this Section with respect to any Registrable Securities that the Company is not permitted to include on such Registration Statement due to the Commission’s application of Rule 415. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(d) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period until following the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount")Date. Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents 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 Holder if the Registration Statement is not filed on or prior Notwithstanding anything to the Filing Date or has not been declared effective by the Commission on or prior contrary contained herein, in no event shall any liquidated damages be payable with respect to the Effectiveness Date and maintained in Warrants or the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.Warrant Shares. 申报登记申请表失败和其他事件。公司和购买人同意，如果登记申请表未能在申报日或申报日之前申报，并且未在生效日被证监会认定生效，并且在有效期内以本协议预计的方式维持，或发生其他时间，则持有人将承担损失。公司和持有人进一步同意精确查明损失的程度是不可行的。因此，如果（A）未能在申报日或申报日之前申报，或（B）证监会未在生效日或生效日之前认定登记申请表有效，或（C）在证监会（书面或口头，取较早的）通知公司其将不审阅或将不继续审阅登记申请表的三（3）个工作日之内，公司未能依据证券法下的461规则向证监会递交加速生效的要求，或（D）登记申请表被及时申报并被证监会认定生效，但针对所有可登记证券在有效期内失效，且不存在依第二节(a)已向证监会申报并被认定生效的随后登记申请表; 并且未能或拒绝采取补救措施，或（E）公司违反了本协议第三节（n）中的承诺，或（F）普通股的交易被暂停或普通股不再被报价或从NASDAQ（或其他主要的普通股交易的交易所）下市的总时间超过三（3）个工作日（任何此类为完成之事或违约总称为“时间”。（A）（B）中此类事件的发生日，（C）（F）中三（3）个工作日过后之日，（D）中十五（15）个工作日过后之日都被称为“事件发生日”），从事件发生日到事件结束期间的每个日历月或时段，公司应向各持有人支付现金违约赔偿金，金额相当于持有人对投资单位首次投资额的2%/每个日历月，而不满一个日历月的截止到违约事件被补救之时的天数按比例计算。但是，任何时候或时间段应付违约赔偿金的总数额不得超过持有人对各单位首次投资额的10%；但是，假如因适用415规则的原因，公司不允许在登记申请表中包含所有的可登记证券，此节中应付的违约赔偿金和公司需支付的违约赔偿金的比例需与持有人对各单位的首次投资额和依据415规则已在证监会注册的持有人的可登记证券数额的比例相吻合。进一步阐明，当事方同意对于因证监会适用415规则而未能包括在登记申请表中的可登记证券，不存在违约赔偿金。除与本节(e)相冲突之外，如果（a）发生了(A), (B), (C), (D) 或 (F)中所描述的任何事件，（b）在相应的事件发生日或事件发生日之前，公司应行使本协议第三节（n）中的权利，并且（c）若第三节（n）所允许的延迟或暂停在此相应的事件发生日依然生效，则相应的事件发生日应被视为此延迟或暂停结束后的第二个工作日。依据第七节（d）公司应付的违约赔偿金应在事件发生日以及此事件发生日之后每三十（30）天之后的第一个工作日支付。除与本节相冲突外，无需支付针对期权或期权股的违约赔偿金。

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or delisted from the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to 2% one percent (1%) of the amount of the Holder's pro rata share ’s initial investment in the Common Stock for each calendar month or portion thereof thereafter from the Event Date until the applicable Event is cured; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of ten percent (10%) of the purchase price paid amount of the Holder’s initial investment in the Common Stock. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Holder for all Notes purchased and then outstanding Company pursuant to this Section 7(d) shall be payable on the Purchase Agreement for first (1st) Business Day of each thirty (30) day period until following the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount")Date. Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents 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 Holder if the Registration Statement is not filed on or prior Notwithstanding anything to the Filing Date or has not been declared effective by the Commission on or prior contrary contained herein, in no event shall any liquidated damages be payable with respect to the Effectiveness Date and maintained in Warrant or the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredWarrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Holder agree that the Holder will suffer damages if the Registration Statement is not filed on or prior to the Required Filing Date and or is not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Required Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective or available as to all Registrable Securities at any time prior to the expiration of for 30 days during the Effectiveness Period, without being succeeded immediately within a reasonable period by a subsequent Registration Statement filed with and declared effective by the Commission, or (iv) the Company suspends the use of the Prospectus forming a part of such Registration Statement for more than thirty (30) days in any period of 365 consecutive days if the Company suspends in reliance on its ability to do so due to the existence of a development that, in the good faith discretion of the Board, makes it appropriate to so suspend or which renders the Company unable to comply with the Commission requirements, or the Company suspends the use of the Prospectus forming a part of such Registration Statement for more than sixty (60) days in any period of 365 consecutive days for any other reason, or (v) during the Effectiveness Period, trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, in the Certificate of Designation, the Purchase Agreement Transaction Documents (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty (30) days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure or breach and not as a penalty (the "Liquidated Damages") to the Holder (or to its assignees, as the case may be) an amount equal to two percent (2% of the Holder's pro rata share %) of the purchase price of the Notes, Warrants and AIRs paid by the initial Holder for all Notes purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period, pro rated for any period less than thirty (30) days, following the Event until the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e8(d) shall be due and payable immediately upon demand in immediately available fundscash in arrears at the end of each thirty (30) day period. The parties agree that the Periodic Amount represents 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 Holder if the Registration Statement is not filed on or prior to the Required Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Holders agree that the Holder Holders will suffer damages if the a Registration Statement is not filed on or prior to the Filing Date and/or the Demand Filing Date, as applicable, and not declared effective by the Commission on or prior to the Effectiveness Date and/or the Demand Effectiveness Date, as applicable and maintained in the manner contemplated herein during the Effectiveness Period and/or the Demand Effectiveness Period, as applicable, or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the applicable Registration Statement is not filed on or prior to the Filing Date and/or the Demand Filing Date, as applicable, or (B) the applicable Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in and/or the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Demand Effectiveness Date, as applicable, or (iiC) the Company fails to respond in writing to any and all comments from the Commission within ten (10) Business Days of receipt of such comments or (D) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or is not subject to further review, or (iiiE) the applicable Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all applicable Registrable Securities Securities, as the case may be, at any time prior to the expiration of the Effectiveness Period and/or the Demand Effectiveness Period, as the case may be, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2 hereof, or (ivF) the Company has breached Section 3(n), or (G) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than ninety ten (9010) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "“Event",” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such ten (10) Business Day period is exceeded, or for purposes of clause (D) the date on which such five (5) Business Day period is exceeded, or for purposes of clause (E) after more than fifteen (15) Business Days, or for purposes of clause (G) the date on which such ten (10) Business Day period is exceeded, being referred to as “Event Date”), the Company shall pay an amount in cash or registered Common Stock (at the Company’s sole discretion) to each Holder, as partial liquidated damages for such failure and not as a penalty to the Holder an amount penalty, equal to 2% one and a half percent (1.5%) of the amount of the Holder's pro rata share ’s initial investment in the Preferred Stock and Warrants for each calendar month or portion thereof thereafter from the Event Date until the applicable Event is cured; provided, however, that (x) if there is a delay in a Registration Statement being declared effective due to comments concerning the Merger or the status of the purchase price paid Company prior to consummation of the Merger, the penalties pursuant to this Section shall be waived until such comments have been satisfied, (y) should any Registrable Securities be freely tradable pursuant to Rule 144, the Company shall have no obligation to pay penalties pursuant to this Section, and (z) in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(c) exceed an aggregate of twelve percent (12%) of the amount of the Holder’s initial investment in the Preferred Stock and Warrants. Notwithstanding anything to the contrary in this paragraph (e), if (i) any of the Events described in clauses (A), (B), (C), (D), (E) or (G) shall have occurred, (ii) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (iii) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the third Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Holder for all Notes purchased and then outstanding Company pursuant to this Section 7(c) shall be payable on the Purchase Agreement for first (1st) Business Day of each thirty (30) day period until following the applicable Event has been curedDate. In the event that the Company exercises its right to pay the amounts due under this Section 7(c) in registered Common Stock, which such shares shall be pro rated for valued in a manner consistent with valuation of such periods less than thirty (30) days (shares in the "Periodic Amount")Purchase Agreement. Payments to be made pursuant to Notwithstanding the foregoing provisions of this Section 7(e7(c), the Company may not exercise its right to pay the amounts due under this Section 7(c) shall be due and payable immediately upon demand in immediately available funds. The parties agree that registered Common Stock, unless such shares meet all the Periodic Amount represents a reasonable estimate on the part requirements under this Agreement for transferability set forth in this Agreement applicable to shares of the parties, as of the date of Common Stock registered in accordance with this Agreement, of the amount of damages that may be incurred by the Holder if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Investors agree that the Holder Holders will suffer damages if the a Registration Statement is not filed on or prior to the Filing Date and or any additional Filing Date, as applicable, or after notice from the Holders, as set forth in Section 1.2(b) hereto, and, in each case, not declared effective by the Commission SEC on or prior to the applicable Effectiveness Date and maintained in the manner contemplated herein during the applicable Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the a Registration Statement is not filed on or prior to the Filing Date, any additional Filing Date or after notice from the Holders, as set forth in Section 1.2(b) hereof, or (B) a Registration Statement is not declared effective by the Commission SEC on or prior to the applicable Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the any Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the OTC Bulletin Board (or other principal exchange on which the Common Stock is listed or traded) for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "“Event",” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “Event Date”), the Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to 2% one percent (1.0%) of the amount of the Holder's pro rata share ’s initial investment in the Units for each calendar month or portion thereof thereafter from the Event Date until the applicable Event is cured; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 3.14 exceed an aggregate of ten percent (10%) of the purchase price paid amount of the Holder’s initial investment in the Units; and provided, further, that notwithstanding the foregoing, in the event the SEC does not permit all of the Registrable Securities to be included in a Registration Statement because of its application of Rule 415, no liquidated damages shall be payable pursuant to this Section by the Holder for all Notes purchased and then outstanding Company with respect to any Registrable Securities that the Company was not permitted to include on such Registration Statement. Liquidated damages payable by the Company pursuant to this Section 7(d) shall be payable on the Purchase Agreement for first (1st) Business Day of each thirty (30) day period until following the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available fundsDate. The parties agree that the Periodic Amount represents a reasonable estimate on liquidated damages set forth in this Section 3.14 shall be the part exclusive remedy of the parties, as of parties hereto with respect to the date breaches by the Company of this Agreement, of the amount of damages that may be incurred by the Holder if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredSection 3.14.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, except as set forth in Section 3(n), (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness one hundred twentieth (120th) day after the Closing Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within with the time periods set forth in Section 2(a)2), or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2 hereof, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "“Event",” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “Event Date”), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to two percent (2% %) for the first calendar month or portion thereof and one percent (1%) per calendar month thereafter or portion thereof of the Holder's pro rata share of ’s initial investment in the purchase price paid by Preferred Stock from the Holder for all Notes purchased and then outstanding pursuant Event Date (provided that, with respect to the Purchase Agreement for each thirty Event described in clause (30B), the “first calendar month” shall be deemed to commence on the thirtieth (30th) day period prior to the applicable Event Date), less any amount of Preferred Stock that has been converted and sold by such Holder, until the applicable Event has been is cured. Notwithstanding anything to the contrary in this paragraph (e), which shall be pro rated for such periods less than thirty if (30I) days any of the Events described in clauses (the "Periodic Amount"A). Payments to be made pursuant to this Section 7(e, (B) or (C) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holder if the Registration Statement is not filed (II) on or prior to the Filing applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredsuspension.

Failure to File Registration Statement and Other Events. The Company and the Purchaser agree that the Holder Holders will suffer damages if the a Registration Statement is not filed on or prior to the applicable Filing Date and Date, or not declared effective by the Commission on or prior to the applicable Effectiveness Date and maintained in the manner contemplated herein during the applicable Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if: (i) the a Registration Statement is not filed on or prior to its Filing Date covering the Filing DateRegistrable Securities required under this Agreement to be included therein (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to have satisfied this clause (i)), or (ii) a Registration Statement is not declared effective by the Commission on or prior to the its required Effectiveness Date (or in if by the event an additional Business Day immediately following the Effective Date, the Company shall not have filed a “final” prospectus for the Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), or (ii) the Company fails to file with the Commission a request for acceleration under Rule 424(b) in accordance with Rule 12dl-2 promulgated under the Exchange Act within five terms hereof (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," whether or not subject to further reviewsuch a prospectus is technically required by such Rule), or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefor, such Registration Statement is filed with and declared effective by the Commission but thereafter ceases for any reason to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of the its Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionPeriod for more than an aggregate of 30 Trading Days (which need not be consecutive), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the OTC Bulletin Board (or other principal exchange on which the Common Stock is listed or traded) for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) and (iv) the date which such specified period is exceeded, being referred to as "Event Date"), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash cash, as partial liquidated damages for such failure and not as a penalty to the Holder an amount penalty, equal to 21% of the Holder's pro rata share of the purchase price aggregate Investment Amount paid by the such Holder for all Notes purchased and then outstanding Shares pursuant to the applicable Purchase Agreement for each thirty (30) day period until the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available fundsAgreement. The parties agree that in no event will the Periodic Amount represents a reasonable estimate on the part Company be liable for liquidated damages under this Agreement in excess of 1% of the parties, as aggregate Purchase Price in any 30-day period and the maximum aggregate liquidated damages payable to a Holder under this Agreement (which maximum amount payable shall only be relevant to amounts paid pursuant to this Section 2(e) and shall expressly not apply to any amounts payable under any other section of this or any other Transaction Document) shall be fifteen percent (15%) of the date aggregate Purchase Price paid by Purchaser pursuant to the applicable Purchase Agreement. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of this Agreement, of the amount of damages that may be incurred by the Holder if the Registration Statement is not filed on or a month prior to the Filing Date or has not been declared effective by cure of an Event (except in the Commission on or prior case of the first Event Date), and shall cease to accrue (unless earlier cured) upon the expiration of the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Period. The Company will not be liable for liquidated damages under this Agreement with respect to any securities issued to a placement agent as compensation or if partial compensation or any other Event as described herein has occurredFountainhead’s Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occurTime. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, except as set forth in Section 3(n), (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within with the time periods set forth in Section 2(a)2), or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, Commission in accordance with Section 2 hereof or (ivE) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the American Stock Exchange, New York Stock Exchange, Nasdaq, or the OTC Bulletin Board for any reason for more than ninety (90) days three Business Days in the aggregateaggregate without subsequent listing on another securities exchange, quotation system or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement market (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such five Business Day period is exceeded, or for purposes of clause (D) after more than fifteen Business Days, or for purposes of clause (E) the date on which such three Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay in cash an amount as liquidated damages to each Holder, at the Company's option, in cash or shares of Common Stock registered with the Commission, equal to: (i) one percent (1.0%) for such failure and not as a penalty to the Holder an amount equal to 2% each calendar month or portion thereof of the Holder's pro rata share initial investment in the Note from the Event Date through the two month anniversary of the purchase price paid by the Holder for all Notes purchased Event Date, and then outstanding pursuant to the Purchase Agreement (ii) two percent (2.0%) for each thirty (30) day period calendar month or portion thereof of the Holder's initial investment in the Note from the two month anniversary of the Event Date until the applicable Event is cured, less any amount of Note that has been curedconverted or redeemed by such Holder. If the Company elects to pay in shares of Common Stock, which shall be pro rated for the number of such periods less than thirty (30) days (the "Periodic Amount"). Payments shares of Common Stock to be made issued to the Holders pursuant to this Section 7(eparagraph (e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents a reasonable estimate based on the part of the parties, as of the date of this Agreement, of the liquidated damage amount of damages that may be incurred divided by the closing bid price for the five trading days prior to such Event Date and shall be issuable promptly upon receipt by the Company of a written demand from a Holder if the Registration Statement is not filed made on or prior to after the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredDate.

Failure to File Registration Statement and Other Events. The Company and the Purchaser agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately promptly by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such five Business Day period is exceeded, or for purposes of clause (D) after more than fifteen Business Days, or for purposes of clause (F) the date on which such three Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay in cash as liquidated damages for such failure and not as to each Holder a penalty to the Holder an amount number of shares of Common Stock equal to 2% one percent (1%) of the Holder's pro rata share number of the purchase price paid Shares purchased by the such Holder for all Notes purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period calendar month or portion thereof from the Event Date until the applicable Event has been is cured. Notwithstanding anything to the contrary in this paragraph (e), which shall be pro rated for such periods less than thirty if (30i) days any of the Events described in clauses (the "Periodic Amount"A). Payments to be made pursuant to this Section 7(e, (B) or (C) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holder if the Registration Statement is not filed (II) on or prior to the Filing applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredsuspension.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Holders agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Shares and Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)2), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board Nasdaq for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder Holders are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty (the "Liquidated Damages") to the each Holder an amount equal to 2% one percent (1%) of the such Holder's pro rata share of the purchase price paid by the Holder all Holders for all Notes shares of Common Shares purchased and then outstanding pursuant to the Purchase Agreement for the initial thirty (30) day period following the Event until the applicable Event has been cured, which amount shall be pro rated for any period less than thirty (30) days, and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for all shares of Common Shares purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period thereafter until the applicable Event has been cured, which shall be pro rated for such periods any period less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand at the option of the Holders in immediately available fundscash. The parties agree that the Periodic Amount represents 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 Holder Holders if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) the Company fails to make all required periodic filings with the Commission such that the Holders are no longer able to sell the Series A Shares pursuant to Rule 144, or (G) trading in the Common Stock shall be suspended or if if, after initial quotation of the Common Stock on the OTC Bulletin Board, the Common Stock is delisted from no longer quoted on the OTC Bulletin Board (or listed on another principal exchange on which the Common Stock is traded) for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the day after such periodic filing was required to be filed with the Commission (including any extension period), or for purposes of clause (G) the date on which such three (3) Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to the each Holder an amount in cash equal to 2% one and one-half percent (1.5%) for the first calendar month and one percent (1.0%) for each calendar month thereafter (prorated for shorter periods) of the Holder's pro rata share of ’s initial investment in the purchase price paid by the Holder for all Notes Series A Shares purchased and then outstanding pursuant to the Stock Purchase Agreement for each thirty Agreement, from the Event Date (30provided that, with respect to the Event described in clause (B), the “first calendar month” shall be deemed to commence on the thirtieth (30th) day period prior to the applicable Event Date) until the applicable Event has been is cured. The Company shall not be liable for liquidated damages under this Agreement as to any Registrable Securities which are not permitted by the Commission to be included in a Registration Statement because of its application of Rule 415 until such time as the provisions of this Agreement as to the Registration Statements required to be filed pursuant to Section 2(b) are triggered, in which case the provisions of this Section 7(e) shall once again apply, if applicable. In such case, the liquidated damages shall be pro rated for such periods less than thirty (30) days (calculated to only apply to the "Periodic Amount"). Payments percentage of Registrable Securities which are permitted by the Commission to be made included in the Registration Statement. Notwithstanding anything to the contrary in this Section 7(e), if (i) any of the Events described in clauses (A), (B), (C) or (D) shall have occurred, (ii) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (iii) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part first (1st) business day of each thirty (30) day period following the parties, as of the date of this Agreement, of the amount of Event Date. In no event shall liquidated damages that may be incurred by the Holder if the Registration Statement is not filed on or prior payable with respect to the Filing Date or has not been declared effective by Warrants and the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredWarrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Holders agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by sixtieth (60th) day following the Commission on or prior to the Effectiveness Additional Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occurPeriod. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing sixtieth (60th) day following the Additional Closing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board any securities exchange, quotation system (including, without limitation, Pink Sheets), market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "EXCHANGE"), without immediately being listed on any other Exchange, for any reason for more than ninety one (901) days in the aggregateBusiness Day, other than pursuant to Section 3(n), or (v) the Preferred Stock conversion rights of the Holder Holders or the rights of the Holders to exercise the Warrants are suspended for any reasonreason without the consent of the particular Holder other than as set forth in the Certificate of Designation or Warrant, including by the Companyas applicable, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to two percent (2% %) of the such Holder's pro rata share of Purchase Price for the purchase price paid by the Holder for all Notes purchased and then outstanding pursuant to the Purchase Agreement for each initial thirty (30) day period until the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's Purchase Price for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic AmountPERIODIC AMOUNT"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents 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 Holder Holders if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by sixtieth (60th) day following the Commission on or prior to the Effectiveness Additional Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred. Notwithstanding the foregoing, the Company shall remain obligated to cure the breach or correct the condition that caused the Event, and the Holder shall have the right to take any action necessary or desirable to enforce such obligation.

Failure to File Registration Statement and Other Events. The -------------------------------------------------------- Company and the Purchaser agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Time or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is Debentures are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within with the time periods set forth in Section 2(a)2), or (iiB) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiC) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivD) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the New York Stock Exchange, American Stock Exchange, The Nasdaq National Market, The Nasdaq Small-Cap Market or the OTC Bulletin Board for any reason for more than ninety (90) days three Business Days in the aggregate, or (vE) the conversion rights of the Holder Holders are suspended for any reason, including by the Company, or (viF) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (viiG) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event," and for purposes of ----- clauses (A) and (E) the date on which such Event occurs, or for purposes of clause (B) the date on which such five day period is exceeded, or for purposes of clause (C) after more than fifteen Business Days, or for purposes of clause (D) the date on which such three Business Day period is exceeded, or for clause (F) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay pay, at the option of the Holder, an amount in ----------- cash or shares of Common Stock, as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to 2% for the first thirty-day period and 3% per thirty-day period thereafter or portion thereof of the Holder's pro rata share principal amount of the purchase price paid Debentures held by such Holder plus the Holder for all Notes purchased and then outstanding pursuant principal amount of any Debentures that have been converted to the Purchase Agreement for each thirty (30) day period extent any of the Conversion Shares issued upon such conversion have not been sold from the Event Date until the applicable Event has been is cured; provided, which however, -------- ------- that notwithstanding anything contained in this Section 7(e) to the contrary, no liquidated damages shall be pro rated for such periods less than thirty (30) days (payable to the "Periodic Amount")Holder as a result of any Event with respect only to the Warrant or the Warrant Shares and not with respect to the Debenture or the Conversion Shares. Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that If the Periodic Amount represents a reasonable estimate Holder elects to be paid in shares of Common Stock, the number of such shares of Common Stock shall be based on the part of the parties, as of the date of this Agreement, of the liquidated damage amount of damages that may be incurred divided by the Holder if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained Conversion Rate (as defined in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredDebenture).

Failure to File Registration Statement and Other Events. The Company and the Purchaser Holders agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, except as set forth in Section 3(n), (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within with the time periods set forth in Section 2(a)2), or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2 hereof or (E) the Company has breached Section 3(n), or (ivF) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board American Stock Exchange (or other principal exchange on which the Common Stock is traded) for any reason for more than ninety (90) days three Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than twenty (20) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to 21.0% for each calendar month or portion thereof of the Holder's pro rata share ’s initial investment in the Notes from the Event Date, less any principal amount of the purchase price paid Notes that has been converted and sold by the Holder for all Notes purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period such Holder, until the applicable Event has been is cured. Notwithstanding anything to the contrary in this paragraph (e), which shall be pro rated for such periods less than thirty if (30I) days any of the Events described in clauses (the "Periodic Amount"A). Payments to be made pursuant to this Section 7(e, (B) or (C) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holder if the Registration Statement is not filed (II) on or prior to the Filing applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.suspension. ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­

Failure to File Registration Statement and Other Events. The Company and the Purchaser Hampshire agree that the Holder Hampshire will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur(as defined below). The Company and the Holder Hampshire further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), or (ii) the Company fails to file with the Commission SEC a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission SEC that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiii) the Registration Statement is filed with and declared effective by the Commission SEC but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective the SEC, except as otherwise permitted by the Commission, or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board for any reason for more than ninety (90) days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "“Event"”), the Company shall pay will make payments to Hampshire in cash as liquidated damages for such failure and not as a penalty to the Holder an amount equal to 21.0% of the Holder's aggregate amount invested by Hampshire for each twenty (20)-day period or pro rata share of for any portion thereof following the purchase price paid by date on which the Holder for all Notes purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period until the applicable Event has been cured, which occurred. Such payments shall be pro rated in partial compensation to Hampshire and shall not constitute Hampshire’s exclusive remedy for such periods less than thirty (30) days (the "Periodic Amount")Events. Payments to Such payments shall be made to Hampshire in cash. The amounts payable pursuant to this Section 7(e) paragraph shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part lawful money of the parties, as United States within two (2) Business Days of the date last day of this Agreement, of the amount of damages that may be incurred by the Holder if each such twenty (20)-day period during which the Registration Statement is not should have been filed on or prior for which no Registration Statement was filed with respect to the Filing Date Registrable Securities. Notwithstanding the foregoing, the Company shall remain obligated to cure the breach or has not been declared effective by correct the Commission on condition that caused such Event, and Hampshire shall have the right to take any action necessary or prior desirable to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredenforce such obligation.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Holders agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, except as set forth in Section 3(n), (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within with the time periods set forth in Section 2(a)2), or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five (5) Business Days days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2 hereof or (E) the Company has breached Section 3(n), or (ivF) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board or the Nasdaq SmallCap Market (or other principal exchange on which the Common Stock is traded) for any reason for more than ninety (90) days three Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate without subsequent listing on another exchange (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such five Business Day period is exceeded, or for purposes of clause (D) after more than twenty Business Days, or for purposes of clause (F) the date on which such three Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to the each Holder an amount in cash equal to 22.0% for the first calendar month (prorated for shorter periods) and 1.5% per calendar month thereafter (prorated for shorter periods) of the Holder's pro rata share initial investment in the Preferred Stock from the Event Date, less any amount of the purchase price paid Preferred Stock that has been converted and sold by the Holder for all Notes purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period such Holder, until the applicable Event has been is cured. Notwithstanding anything to the contrary in this paragraph (e), which shall be pro rated for such periods less than thirty if (30I) days any of the Events described in clauses (the "Periodic Amount"A). Payments to be made pursuant to this Section 7(e, (B) or (C) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holder if the Registration Statement is not filed (II) on or prior to the Filing applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredsuspension.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Holder agree that the Holder will suffer damages if the Registration Statement is not filed on or prior to the Required Filing Date and or is not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Required Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 promulgated under the Exchange Act within five (5) Business Days of after the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter (otherwise than as permitted by item (iv) below) ceases to be effective or available as to all Registrable Securities at any time prior to the expiration of for 30 days during the Effectiveness Period, without being succeeded immediately within a reasonable period by a subsequent Registration Statement filed with and declared effective by the Commission, or (iv) the Company suspends the use of the Prospectus forming a part of such Registration Statement for more than thirty (30) days in any period of 365 consecutive days if the Company suspends in reliance on its ability to do so due to the existence of a development that, in the good faith discretion of the Board, makes it appropriate to so suspend or which renders the Company unable to comply with the Commission requirements, or the Company suspends the use of the Prospectus forming a part of such Registration Statement for more than sixty (60) days in any period of 365 consecutive days for any other reason, or (v) during the Effectiveness Period, trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, in the Certificate of Designation, the Purchase Agreement Transaction Documents (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty (30) days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "“Event"”), the Company shall pay in cash as liquidated damages for such failure or breach and not as a penalty (the “Liquidated Damages”) to the Holder an amount equal to two percent (2% of the Holder's pro rata share %) of the purchase price of the Preferred Stock and the Warrants paid by the initial Holder for all Notes purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period, pro rated for any period less than thirty (30) days, following the Event until the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e8(d) shall be due and payable immediately upon demand in immediately available fundscash in arrears at the end of each thirty (30) day period. The parties agree that the Periodic Amount represents 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 Holder if the Registration Statement is not filed on or prior to the Required Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2(a) hereof, or (ivE) the Company has breached Section 3(n) of this Agreement, or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the OTC Bulletin Board NASDAQ (or other principal exchange on which the Common Stock is traded) for any reason for more than ninety three (903) days consecutive Business Days or twelve (12) Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended aggregate for any reasontwelve month period, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "“Event",” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (F) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”), then the Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to 2% one percent (1%) of the amount of the Holder's pro rata share of ’s initial investment in the purchase price paid by the Holder for all Notes purchased and then outstanding pursuant to the Purchase Agreement Units for each thirty (30) day period calendar month or portion thereof thereafter from the Event Date until the applicable Event has been is cured; provided, which however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of ten percent (10%) of the amount of the Holder’s initial investment in the Units; and provided, further, that in the event the Commission does not permit all of the Registrable Securities to be included in the Registration Statement because of its application of Rule 415, liquidated damages payable pursuant to this Section shall only be payable by the Company based on the portion of the Holder’s initial investment in the Units that corresponds to the number of such Holder’s Registrable Securities permitted to be registered by the Commission in such Registration Statement pursuant to Rule 415. For further clarification, the parties understand that no liquidated damages shall be pro rated for payable pursuant to this Section with respect to any Registrable Securities that the Company is not permitted to include on such periods less than thirty Registration Statement due to the Commission’s application of Rule 415. In addition, no liquidated damages shall be payable with respect to Registrable Securities that may be sold pursuant to Rule 144. Notwithstanding anything to the contrary in this paragraph (30e), if (a) days any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the "Periodic Amount")applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Payments to be made Liquidated damages payable by the Company pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part Event Date and the first (1st) Business Day of each thirty (30) day period following the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holder if the Registration Statement is not filed on or prior Event Date. Notwithstanding anything to the Filing Date or has not been declared effective by the Commission on or prior contrary contained herein, in no event shall any liquidated damages be payable with respect to the Effectiveness Date and maintained in Warrants or the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredWarrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not or declared effective by the Commission on or prior to within thirty (30) days of the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Time or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, Date or is not declared effective by the Commission on or prior to within thirty (30) days of the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within with the time periods set forth in Section 2(a)2), or (iiB) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiC) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivD) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board for any reason for more than ninety three (903) days Business Days in the aggregate, or (vE) the conversion rights of the Holder Holders are suspended for any reason, including by the Company, or (viF) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (viiG) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (E) the date on which such Event occurs, or for purposes of clause (B) the date on which such five day period is exceeded, or for purposes of clause (C) after more than fifteen Business Days, or for purposes of clause (D) the date on which such three Business Day period is exceeded, or for clause (F) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to 1% for the first calendar month and 2% per calendar month thereafter of the such Holder's pro rata share of the purchase price paid by the Holder all Holders for all Notes shares of Common Stock purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period until the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount"); provided, however, if the Registration Statement is not declared effective within thirty (30) days of the Effectiveness Date in accordance with clause (A) above, liquidated damages under this Section 7(e) shall accrue as of the Effectiveness Date. Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand at the option of the Holders in immediately available fundscash. The parties agree that the Periodic Amount represents 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 Holder Holders if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occurTime. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, except as set forth in Section 3(n), (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness 95th day after the Closing Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within with the time periods set forth in Section 2(a)2), or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2 hereof or (E) the Company has breached Section 3(n), or (ivF) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board for any reason for more than ninety (90) days three Business Days in the aggregateaggregate without subsequent listing on another securities exchange, quotation system or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement market (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such five Business Day period is exceeded, or for purposes of clause (D) after more than fifteen Business Days, or for purposes of clause (F) the date on which such three Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to 23% for the first calendar month or portion thereof and 1.5% per calendar month thereafter or portion thereof of the Holder's pro rata share initial investment in the Preferred Stock from the Event Date, less any amount of the purchase price paid Preferred Stock that has been converted or redeemed by the such Holder for all Notes purchased and then outstanding pursuant (provided that, with respect to the Purchase Agreement for each thirty Event described in clause (30) B), the "first calendar month" shall be deemed to commence on the 30th day period prior to the Event Date), until the applicable Event has been is cured. Notwithstanding anything to the contrary in this paragraph (e), which shall be pro rated for such periods less than thirty if (30I) days any of the Events described in clauses (the "Periodic Amount"A). Payments to be made pursuant to this Section 7(e, (B) or (C) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holder if the Registration Statement is not filed (II) on or prior to the Filing applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredsuspension.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date, and any Additional Registration Statement required under Section 3(o) is not filed at the date specified for such filing therein and not declared effective within a comparable time period as for the period between the Filing Date and Effectiveness Date, and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the date that is thirty (30) days following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "“Event",” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as “Event Date”), the Company shall pay as a late registration fee to each Holder, either in cash or Series I Warrants (as liquidated damages for such failure and not determined by dividing the amount of a late registration fee by the Fixed Conversion Price as a penalty to defined in the Holder Series C Senior Convertible Note), an amount equal to 2% one and one-half percent (1.5%) of the amount of the Holder's pro rata share of ’s initial investment in the purchase price paid by the Holder for all Notes purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period calendar month or portion thereof thereafter from the Event Date until the applicable Event has been is cured; provided, which however, that in no event shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount"). Payments amount of a late registration fee payable to be made any Holder pursuant to this Section 7(e7(d) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, exceed nine percent (9%) of the amount of damages that may be incurred by the Holder Holder’s initial investment in the Notes. Notwithstanding anything to the contrary in this paragraph (e), if (i) any of the Registration Statement is not filed Events described in clauses (A), (B) or (C) shall have occurred, (ii) on or prior to the Filing applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (iii) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.suspension. Registration Rights Agreement

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n) hereof, or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or delisted from the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to 2% two percent (2.0%) of the amount of the Holder's pro rata share ’s initial investment in the Preferred Stock for each calendar month or portion thereof thereafter from the Event Date until the applicable Event is cured; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of twenty percent (20%) of the purchase price paid amount of the Holder’s initial investment in the Preferred Stock; and provided, further, that in the event the Commission does not permit all of the Registrable Securities to be included in the Registration Statement because of its application of Rule 415, liquidated damages payable pursuant to clause (B) above shall be payable by the Holder for all Notes purchased and then outstanding Company based on two percent (2%) of the portion of the Holder’s initial investment in the Preferred Stock that corresponds to the number of such Holder’s Registrable Securities permitted to be registered by the Commission pursuant to Rule 415. Notwithstanding anything to the Purchase Agreement for contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(d) shall be payable on the first (1st) Business Day of each thirty (30) day period until following the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount")Date. Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents 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 Holder if the Registration Statement is not filed on or prior Notwithstanding anything to the Filing Date or has not been declared effective by the Commission on or prior contrary contained herein, in no event shall any liquidated damages be payable with respect to the Effectiveness Date and maintained in Warrants or the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredWarrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within with the time periods set forth in Section 2(a)2), or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately promptly by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2 hereof, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from or no longer quoted on the OTC Bulletin Board (or other principal exchange on which the Common Stock is listed or traded) for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to two percent (2% %) for each calendar month (prorated for shorter periods) of the Holder's pro rata share of initial investment in the purchase price paid by Preferred Stock from the Holder for all Notes purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period Event Date until the applicable Event has been is cured; provided, which however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of twenty percent (20%) of the amount of the Holder's initial investment in the Preferred Stock. Notwithstanding anything to the contrary in this paragraph (e), if (i) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (II) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be pro rated for deemed instead to occur on the second Business Day following the termination of such periods less than thirty (30) days (postponement or suspension. Liquidated damages payable by the "Periodic Amount"). Payments to be made Company pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part first (1st) Business Day of each thirty (30) day period following the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holder if the Registration Statement is not filed on or prior Event Date. Notwithstanding anything to the Filing Date or has not been declared effective by the Commission on or prior contrary contained herein, in no event shall any liquidated damages be payable with respect to the Effectiveness Date and maintained in Warrants or the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredWarrant Shares.

Failure to File Registration Statement and Other Events. The ------------------------------------------------------- Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Time or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is required to be filed because the actual number of shares of Common Stock into which the Note Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 12d1-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board for any reason for more than ninety (90) days three Business Days in the aggregate, or (v) the conversion or exercise rights of the Holder Holders with respect to Preferred Stock or the Warrants are suspended for any reason, including by the Company, reason or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to 2% one percent (1%) of the such Holder's pro rata share of the purchase price paid by all Holders for shares of the Holder for all Notes Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each the initial thirty (30) day period until the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share for each thirty (30) day period thereafter until the applicable Event has been cured (which shall be also pro rated, as aforesaid) (the "Periodic Amount"). Payments to be made pursuant to this --------------- Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents 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 Holder Holders if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Time or if any other Event as described herein has occurredoccurred and not been cured.

Failure to File Registration Statement and Other Events. The Company and the Purchaser agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Time or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date Date, or the additional Registration Statement to be filed after the filing of the Charter Amendment is not filed or declared effective within the time periods set forth in Section 2 (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within with the time periods set forth in Section 2(a)2), or (iiB) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiC) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivD) trading in the Common Stock shall be suspended or if the Common Stock is delisted from The Nasdaq SmallCap Market, The Nasdaq National Market or the OTC Bulletin Board for any reason for more than ninety (90) days three Business Days in the aggregate, or (vE) the conversion rights of the Holder Holders are suspended for any reason, including by the Company, or (viF) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (viiG) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (E) the date on which such Event occurs, or for purposes of clause (B) the date on which such five day period is exceeded, or for purposes of clause (C) after more than fifteen Business Days, or for purposes of clause (D) the date on which such three Business Day period is exceeded, or for clause (F) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay pay, at the option of the Holder, an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 1% for the first calendar month and 2% per calendar month thereafter or portion thereof of the principal amount of the Notes held by such failure and not as a penalty Holder plus the principal amount of any Notes that have been converted to the Holder an amount equal to 2% extent any of the Holder's pro rata share of Conversion Shares issued upon such conversion have not been sold from the purchase price paid by the Holder for all Notes purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period Event Date until the applicable Event has been is cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that If the Periodic Amount represents a reasonable estimate Holder elects to be paid in shares of Common Stock, the number of such shares of Common Stock shall be based on the part of the parties, as of the date of this Agreement, of the liquidated damage amount of damages that may be incurred divided by the Holder if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained Conversion Rate (as defined in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredNote).

Failure to File Registration Statement and Other Events. The ------------------------------------------------------- Company and the Purchaser Holders agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occurPeriod. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board for any reason for more than ninety (90) days three Business Days in the aggregate, or (v) the conversion rights of the Holder Holders are suspended for any reasonreason (other than in accordance with certain terms of the Certificate of Designation), including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as liquidated damages for such ----- failure and not as a penalty to the each Holder an amount equal to 2% one percent (1%) of the such Holder's pro rata share of the purchase price paid by the Holder all Holders for all Notes shares of Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each the initial thirty (30) day period until the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days and two percent (2%) of such Holder's pro rata share of the purchase price paid by all Holders for all shares of Preferred Stock and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic Amount"). Payments to be made --------------- pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents 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 Holder Holders if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within with the time periods set forth in Section 2(a)2), or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately promptly by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2 hereof, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from or no longer quoted on the OTC Bulletin Board (or other principal exchange on which the Common Stock is listed or traded) for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to two percent (2% %) for each calendar month (prorated for shorter periods) of the Holder's pro rata share of ’s initial investment in the purchase price paid by Preferred Stock from the Holder for all Notes purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period Event Date until the applicable Event has been is cured; provided, which however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of twenty percent (20%) of the amount of the Holder’s initial investment in the Preferred Stock. Notwithstanding anything to the contrary in this paragraph (e), if (i) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (II) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be pro rated for deemed instead to occur on the second Business Day following the termination of such periods less than thirty (30) days (postponement or suspension. Liquidated damages payable by the "Periodic Amount"). Payments to be made Company pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part first (1st) Business Day of each thirty (30) day period following the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holder if the Registration Statement is not filed on or prior Event Date. Notwithstanding anything to the Filing Date or has not been declared effective by the Commission on or prior contrary contained herein, in no event shall any liquidated damages be payable with respect to the Effectiveness Date and maintained in Warrants or the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredWarrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Buyers agree that the Holder Holders will suffer damages if the Registration Statement required by Section 2(a) above is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Period, or if certain other events occur. The Company and the Holder Buyers further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, subject to the Company's suspension rights as set forth in Section 2(c) hereof, if (i) the a required Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable Warrant Shares exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the required Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (iviii) trading in the Common Stock shall be suspended or if the Common Stock is delisted from ceases to be quoted on the OTC Bulletin Board for any reason for more than ninety sixty (9060) days in the aggregate, aggregate or (viv) the conversion exercise rights of the a Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement (any such circumstance, failure or breach being referred to as an "Event"), the Company shall pay to each Holder in cash as liquidated damages for such failure failure, and not as a penalty to the Holder penalty, an amount equal to 2% of the Holder's pro rata share original principal amount of the purchase price paid by the Notes issued to such Holder for all Notes purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period until the applicable Event has been cured, which shall be pro rated for such periods of less than thirty (30) days (the "Periodic Amount"). Payments Subject to a Holder's right to add such Periodic Amount on to the principal amount of a Note (as provided in the Note), payments to be made pursuant to this Section 7(e8(c) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents 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 a Holder if the a Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Holders agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) (i) the Registration Statement is not filed on or prior to the Filing Date, Date or (ii) is not declared effective by the Commission on or prior to the thirtieth (30th) day following the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (iiB) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiC) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities included therein at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivD) trading in the Common Stock shall hereafter be suspended or if the Common Stock is hereafter delisted from the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (viE) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of DesignationPurchase Agreement (other than a representation or warranty contained therein), the Purchase Exchange Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty (30) days after written notice thereof to the Company, or (viiF) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "“Event",” and for purposes of clauses (A) and (D) the date on which such Event occurs, or for purposes of clause (B) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (C) after more than fifteen (15) Business Days, or for purposes of clause (D) the date on which such three (3) Business Day period is exceeded, or for clause (E) the date on which such thirty (30) day period is exceeded, or for clause (F) the date the Company has breached Section 3(n) hereof, being referred to as “Event Date”), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to each Holder only with respect to the Series A Convertible Preferred Stock and Series A-1 Convertible Preferred Stock held by such Holder in an amount equal to (x) solely in the case of clause (A)(i) two percent (2% %) of the Holder's pro rata share Holders’ initial investment in the Series A Convertible Preferred Stock and the stated value of the purchase price paid by Series A-1 Convertible Preferred Stock (provided, however, that in the Holder for all Notes purchased and then outstanding pursuant case of clause (A)(i), the Event shall be deemed to commence on the sixtieth (60) day prior to the Purchase Agreement Event Date), and (y) in all other cases, one percent (1.0%) for each thirty (30) day period thereafter or portion thereof of the Holder’s initial investment in the Series A Convertible Preferred Stock and the stated value of the Series A-1 Convertible Preferred Stock from the Event Date until the earlier of (x) the date when the applicable Event has been cured, or (y) when the Effectiveness Period ends, which shall be pro rated for such periods less than thirty (30) days (the "“Periodic Amount"”). Payments ; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of twenty-four percent (24%) of the amount of the Holder’s initial investment in the Series A Convertible Preferred Stock and the stated value of the Series A-1 Convertible Preferred Stock; and provided, further, that in the event the Commission does not permit all of the Registrable Securities to be made included in the Registration Statement because of its application of Rule 415, liquidated damages payable pursuant to clause (A)(ii) above shall be payable by the Company based on one percent (1%) of the portion of the Holder’s initial investment in the Series A Convertible Preferred Shares and the stated value of the Series A-1 Convertible Preferred Stock that corresponds to the number of such Holder’s Registrable Securities permitted to be registered by the Commission pursuant to Rule 415. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(e) shall be due and payable immediately upon demand on the first (1st) Business Day of each thirty (30) day period following the Event Date. Notwithstanding anything to the contrary contained herein, in immediately available fundsno event shall any liquidated damages be payable with respect to the Warrants or the Warrant Shares. The parties agree that the Periodic Amount represents 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 Holder Holders if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not or declared effective by the Commission on or prior to within thirty (30) days of the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Time or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, Date or is not declared effective by the Commission on or prior to within thirty (30) days of the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is Preferred Stock are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within with the time periods set forth in Section 2(a)2), or (iiB) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiC) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivD) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board for any reason for more than ninety three (903) days Business Days in the aggregate, or (vE) the conversion rights of the Holder Holders are suspended for any reason, including by the Company, or (viF) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement Agreements (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (viiG) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (E) the date on which such Event occurs, or for purposes of clause (B) the date on which such five day period is exceeded, or for purposes of clause (C) after more than fifteen Business Days, or for purposes of clause (D) the date on which such three Business Day period is exceeded, or for clause (F) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to 23% for the first calendar month and 1.5% per calendar month thereafter of the such Holder's pro rata share of the purchase price paid by the Holder all Holders for all Notes shares of Series A Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement Agreements for each thirty (30) day period until the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount"); provided, however, if the Registration Statement is not declared effective within thirty (30) days of the Effectiveness Date in accordance with clause (A) above, liquidated damages under this Section 7(e) shall accrue as of the Effectiveness Date. Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand at the option of the Holders in immediately available fundscash or as an accrual to the Liquidation Preference Amount (as defined in the Certificate of Designation of the Series A Convertible Preferred Stock). The parties agree that the Periodic Amount represents 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 Holder Holders if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Holders agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2(a) hereof, or (ivE) the Company has breached Section 3(o) of this Agreement, or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the OTC Bulletin Board NASDAQ (or other principal exchange on which the Common Stock is traded) for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (F) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as "Event Date"), the Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to 20.75% of the value of such Holder's pro rata ’s Registrable Securities (using a value of $2.20 per share to calculate the value of such Holder’s Registrable Securities): (1) on the Event Date; and (2) for each calendar month or portion thereof thereafter from the Event Date until the applicable Event is cured; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(b) exceed an aggregate of 7.5% of the purchase price paid amount of the Holder’s Registrable Securities (using a value of $2.20 per share to calculate the amount of such Holder’s Registrable Securities); and provided, further, that notwithstanding the foregoing, in the event the Commission does not permit all of the Registrable Securities to be included in a Registration Statement because of its application of Rule 415, no liquidated damages shall be payable pursuant to this Section by the Holder for all Notes purchased Company with respect to any Registrable Securities that the Company was not permitted to include on such Registration Statement due to the Commission’s application of Rule 415. Notwithstanding anything to the contrary in this paragraph (b), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(o) hereof and then outstanding (c) the postponement or suspension permitted pursuant to such Section 3(o) shall remain effective as of such applicable Event Date, then the Purchase Agreement for applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(b) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period until following the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents 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 Holder if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredDate.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Time or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five (5) three Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately promptly by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board (and not listed on another national stock exchange) for any reason for more than ninety (90) days three Business Days in the aggregate, or (v) aggregate after the conversion rights Effectiveness Date and prior to the expiration of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement Effectiveness Period (any such failure or breach being referred to as an "“Event",” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such three Business Day period is exceeded, or for purposes of clause (D) after more than fifteen Business Days, or for purposes of clause (F) the date on which such three Business Day period is exceeded, being referred to as “Event Date”), the Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to two percent (2% of the Holder's pro rata share of the purchase price paid by the Holder for all Notes purchased and then outstanding pursuant to the Purchase Agreement %) for each thirty (30) day period (prorated for periods less than thirty days) of the principal amount of the Notes held by such Holder from the Event Date until the applicable Event has been is cured, which shall be pro rated for such periods less than thirty (30) days (. Notwithstanding anything to the "Periodic Amount"). Payments to be made pursuant to contrary in this Section 7(e7(d), if (I) any of the Events described in clauses (A), (B) or (C) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holder if the Registration Statement is not filed (II) on or prior to the Filing applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or has not been declared effective by the Commission on or prior suspension. Anything herein to the Effectiveness Date and maintained contrary notwithstanding, in no event shall the manner contemplated herein during Company be liable for any liquidated damages after the expiration of the Effectiveness Period or if any other Event as described herein has occurredPeriod.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to two percent (2% %) of the amount of the Holder's pro rata share ’s initial investment in the Preferred Stock for each calendar month or portion thereof thereafter from the Event Date until the applicable Event is cured; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of ten percent (10%) of the purchase price paid amount of the Holder’s initial investment in the Preferred Stock. The Company shall not be liable for liquidated damages under this Agreement as to any Registrable Securities which are not permitted by the Holder for all Notes purchased and then outstanding Commission to be included in a Registration Statement because of its application of Rule 415 until such time as the provisions of this Agreement as to the Registration Statements required to be filed pursuant to Section 2(b) are triggered, in which case the Purchase Agreement for provisions of this Section 7(e) shall once again apply, if applicable. In such case, the liquidated damages shall be calculated to only apply to the percentage of Registrable Securities which are permitted by the Commission to be included in the Registration Statement. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(d) shall be payable on the first (1st) Business Day of each thirty (30) day period until following the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount")Date. Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents 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 Holder if the Registration Statement is not filed on or prior Notwithstanding anything to the Filing Date or has not been declared effective by the Commission on or prior contrary contained herein, in no event shall any liquidated damages be payable with respect to the Effectiveness Date and maintained in Warrants or the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredWarrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2(a) hereof, and has failed or refused to cure such breach, or (ivE) the Company has breached its covenants contained in Section 3(n) of this Agreement, or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the OTC Bulletin Board NASDAQ (or other principal exchange on which the Common Stock is traded) for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (F) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as "Event Date"), the Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to two percent (2% %) of the amount of the Holder's pro rata share ’s initial investment in the Units for each 30 day period or portion thereof thereafter from the Event Date until the applicable Event is cured; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of ten percent (10%) of the purchase price paid amount of the Holder’s initial investment in the Units; and provided, further, that in the event the Commission does not permit all of the Registrable Securities to be included in the Registration Statement because of its application of Rule 415, liquidated damages payable pursuant to this Section shall only be payable by the Holder for all Notes purchased and then outstanding Company based on the portion of the Holder’s initial investment in the Units that corresponds to the number of such Holder’s Registrable Securities permitted to be registered by the Commission in such Registration Statement pursuant to Rule 415. For further clarification, the Purchase Agreement for parties understand that no liquidated damages shall be payable pursuant to this Section with respect to any Registrable Securities that the Company is not permitted to include on such Registration Statement due to the Commission’s application of Rule 415. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(d) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period until following the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount")Date. Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents 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 Holder if the Registration Statement is not filed on or prior Notwithstanding anything to the Filing Date or has not been declared effective by the Commission on or prior contrary contained herein, in no event shall any liquidated damages be payable with respect to the Effectiveness Date and maintained in Warrants or the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.Warrant Shares. 申报出售注册登记书失败和其他事件。公司和购买人同意，如果出售注册登记书未能在申报日或申报日之前申报，并且未在生效日被证监会认定生效，并且在有效期内以本协议预计的方式维持，或发生其他时间，则持有人将承担损失。公司和持有人进一步同意精确查明损失的程度是不可行的。因此，如果（A）未能在申报日或申报日之前申报，或（B）证监会未在生效日或生效日之前认定出售注册登记书有效，或（C）在证监会（书面或口头，取较早的）通知公司其将不审阅或将不继续审阅出售注册登记书的三（3）个工作日之内，公司未能依据证券法下的461规则向证监会递交加速生效的要求，或（D）出售注册登记书被及时申报并被证监会认定生效，但针对所有可登记证券在有效期内失效，且不存在依第二节(a)已向证监会申报并被认定生效的随后出售注册登记书; 并且未能或拒绝采取补救措施，或（E）公司违反了本协议第三节（n）中的承诺，或（F）普通股的交易被暂停或普通股不再被报价或从NASDAQ（或其他主要的普通股交易的交易所）下市的总时间超过三（3）个工作日（任何此类为完成之事或违约总称为“时间”。（A）（B）中此类事件的发生日，（C）（F）中三（3）个工作日过后之日，（D）中十五（15）个工作日过后之日都被称为“事件发生日”），从事件发生日到事件结束期间的每个日历月或时段，公司应向各持有人支付现金违约赔偿金，金额相当于在每30天内持有人对投资单位首次投资额的2%，而不满30天的截止到违约事件被补救之时的天数按比例计算。但是，任何时候或时间段应付违约赔偿金的总数额不得超过持有人对各单位首次投资额的10%；但是，假如因适用415规则的原因，公司不允许在出售注册登记书中包含所有的可登记证券，此节中应付的违约赔偿金和公司需支付的违约赔偿金的比例需与持有人对各单位的首次投资额和依据415规则已在证监会注册的持有人的可登记证券数额的比例相吻合。进一步阐明，当事方同意对于因证监会适用415规则而未能包括在出售注册登记书中的可登记证券，不存在违约赔偿金。除与本节(e)相冲突之外，如果（a）发生了(A), (B), (C), (D) 或 (F)中所描述的任何事件，（b）在相应的事件发生日或事件发生日之前，公司应行使本协议第三节（n）中的权利，并且（c）若第三节（n）所允许的延迟或暂停在此相应的事件发生日依然生效，则相应的事件发生日应被视为此延迟或暂停结束后的第二个工作日。依据第七节（d）公司应付的违约赔偿金应在事件发生日以及此事件发生日之后每三十（30）天之后的第一个工作日支付。除与本节相冲突外，无需支付针对期权或期权股的违约赔偿金。

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by Date other than as a result of (i) the Commission on or prior being unable to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))accept such filings, or (ii) circumstances in which the Company has endeavored in good faith to file the Registration Statement within the time period specified but is unable to make the filing as of the specified date as a result of circumstances beyond the Company's reasonable control, or (B) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiC) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivD) the Company has breached Section 3(n), or (E) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A), (B) or (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (C) after more than fifteen (15) Business Days, or for purposes of clause (D) the date on which such five (5) Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to 2% one and one-half percent (1.5%) of the amount of the Holder's pro rata share of initial investment in the purchase price paid Preferred Stock then held by the Holder for all Notes purchased each calendar month or portion thereof thereafter from the Event Date until the applicable Event is cured; provided, however, that in no event shall the amount of liquidated damages payable at any time and then outstanding from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of twenty percent (20%) of the Purchase Agreement for amount of the Holder's initial investment in the Preferred Stock. Liquidated damages payable by the Company pursuant to this Section 7(d) shall be payable on the first (1st) Business Day of each thirty (30) day period until following the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents 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 Holder if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredDate.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Buyers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 Business Days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (E) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivF) the Company has breached Section 3(n) hereof, or (G) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board (or other national securities exchange on which the Common Stock is traded) for any reason for more than ninety three (903) days in the aggregateconsecutive Business Days, or (vH) Rule 144 shall not be available as a result of any action or failure to act on the conversion rights part of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition pursuant to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) 6 of this Agreement following the six (6) month anniversary of the Closing Date (the “Rule 144 Default Date”) (any such failure or breach being referred to as an "“Event",” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) the date on which such twenty (20) Business Day period is exceeded, or for purposes of clause (E) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such thirty (30) or forty-five (45) calendar day period is exceeded, or for purposes of clause (G) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (H) the Rule 144 Default Date, being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to the Holders an amount in cash cash, as partial liquidated damages for such failure and not as a penalty to the Holder an amount penalty, equal to 2% one percent (1%) of the amount of the Holder's pro rata share ’s initial investment in the Notes and Warrants; provided, however, that, if the Holder has converted any portion of the purchase price paid Note (the “Converted Note”) and sold any of the shares issued on such conversion prior to an Event Date, such initial investment amount shall be reduced by the Holder principal of the Converted Note attributable to such sold shares for all Notes purchased and then outstanding purposes of calculating any liquidated damages payable to the Holders with respect to the corresponding Event. The partial liquidated damages pursuant to the Purchase Agreement terms hereof shall apply on a daily pro rata basis for each thirty any portion of a month prior to the cure of an Event. Notwithstanding anything to the contrary in this paragraph (30e), if (a) day period until any of the Events described in clauses (A), (B), (C), (D), (E) or (G) shall have occurred, (b) on or prior to the applicable Event has been curedDate, which the Company shall have exercised in good faith its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be pro rated for deemed instead to occur on the second Business Day following the termination of such periods less than thirty (30) days (postponement or suspension. Liquidated damages payable by the "Periodic Amount"). Payments to be made Company pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part first (1st) Business Day of each thirty (30) day period following the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holder if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredDate.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Holders agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiC) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivCommission in accordance with Section 1.2(a) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board for any reason for more than ninety (90) days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement hereof (any such failure or breach being referred to as an "“Event",” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) after more than fifteen (15) Business Days, being referred to as “Event Date”), then the Company shall pay in cash as liquidated damages for such failure and not as a penalty to the Holder an amount equal to 2% of the Holder's all Holders, pro rata share according to their respective holdings of the purchase price paid by the Holder for all Notes purchased and then outstanding pursuant to the Purchase Agreement Registrable Securities, (i) a one-time aggregate amount of $250,000 in cash, plus (ii) for each thirty (30) day period until after such Event Date during which such Event continues, an aggregate amount of cash equal to one percent (1%) of the applicable Event has been curedaggregate principal amount then outstanding under the Note; provided, which that no liquidated damages shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount"). Payments payable with respect to Registrable Securities that may then be made sold pursuant to this Rule 144. Liquidated damages payable by the Company pursuant to Section 7(e3.6(i) shall be due payable on the first Business Day following the Event Date, and liquidated damages payable immediately upon demand by the Company pursuant to Section 3.6(ii) shall be payable on the thirtieth (30th) day (or, if such day is not a Business Day, then on the first Business day following) following the Event Date, and on each 30th day thereafter, until such Event is cured. Notwithstanding anything to the contrary contained herein, in immediately available fundsno event shall any liquidated damages be payable with respect to the Warrants or the Warrant Shares. The parties agree that foregoing liquidated damages shall be each Holder’s sole and exclusive remedy in respect of any Event. Notwithstanding anything to the Periodic Amount represents a reasonable estimate on the part contrary in this Section 3.6, if (a) any of the partiesEvents described in clauses (A), as of the date of this Agreement(B), of the amount of damages that may be incurred by the Holder if the Registration Statement is not filed or (C) shall have occurred, (b) on or prior to the Filing applicable Event Date, the Company shall have exercised its rights under Section 1.3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 1.3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredsuspension.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or delisted from the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to 2% one percent (1.0%) of the amount of the Holder's pro rata share ’s initial investment in the Preferred Stock for each calendar month or portion thereof thereafter from the Event Date until the applicable Event is cured; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of twenty-four percent (24%) of the purchase price paid amount of the Holder’s initial investment in the Preferred Stock. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B) or (C) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Holder for all Notes purchased and then outstanding Company pursuant to this Section 7(d) shall be payable on the Purchase Agreement for first (1st) business day of each thirty (30) day period until following the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents 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 Holder if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredDate.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Holders agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occurPeriod. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Company fails to respond to comments from the Commission with regard to a Registration Statement within thirty (30) days of receipt thereof, or (iv) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted pursuant to Section 3(n), or (ivv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board any securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "EXCHANGE"), without immediately being listed on any other Exchange, for any reason for more than ninety one (901) days in the aggregateBusiness Day, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof pursuant to the Company, or (vii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "EventEVENT"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to (as applicable) (A) in the case of an Event as described in clause (i) above (and only such an Event), two percent (2% %) of the such Holder's pro rata share Note Amount (as defined below) (which shall be payable one time only with respect to the occurrence or continued occurrence of the purchase price paid by the Holder for all Notes purchased and then outstanding an Event pursuant to clause (i) above) (the Purchase Agreement "FIXED AMOUNT") and (B) in the case of any Event, one and one-half percent (1.5%) of such Holder's Note Amount for each thirty (30) day period following the occurrence of the Event until the applicable Event has been cured, cured which shall be pro rated for such periods less than thirty (30) days (the "Periodic AmountPERIODIC AMOUNT"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Fixed Amount and the Periodic Amount represents 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 Holder Holders if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred. Notwithstanding the foregoing, the Company shall remain obligated to cure the breach or correct the condition that caused the Event, and the Holder shall have the right to take any action necessary or desirable to enforce such obligation. "NOTE AMOUNT" shall mean the face principal amount of Notes purchased by the applicable Purchaser pursuant to the Purchase Agreement. A Periodic Amount shall not accrue or be payable pursuant to this Section 7(e) with respect to more than one Event outstanding at any time.

Failure to File Registration Statement and Other Events. The Company Executive and the Purchaser Purchasers agree that the Holder Purchasers will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company Executive and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately promptly by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such three Business Day period is exceeded, or for purposes of clause (D) after more than fifteen Business Days, or for purposes of clause (F) the date on which such three Business Day period is exceeded, being referred to as "Event Date"), the Company Executive shall pay in cash an amount as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to two percent (2% %) per calendar month or portion thereof of the Holder's pro rata share of initial investment in the purchase price paid by Notes from the Holder for all Notes purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period Event Date until the applicable Event has been is cured; provided, which that, liquidated damages upon the occurrence of an Event shall be pro rated for such periods less than thirty payable at the Executive's option in cash or shares of Common Stock. Notwithstanding anything to the contrary in this paragraph (30e), if (i) days any of the Events described in clauses (the "Periodic Amount"A). Payments to be made pursuant to this Section 7(e, (B) or (C) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holder if the Registration Statement is not filed (II) on or prior to the Filing applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or has not been declared effective suspension. If the Executive elects to pay in shares of Common Stock, the number of such shares of Common Stock to be issued to the Holders pursuant to this paragraph (e) shall be based on the liquidated damage amount divided by the Commission average of the volume weighted average price of the Common Stock for the ten (10) trading days prior to such Event Date and shall be issuable promptly upon receipt by the Executive of a written demand from a Holder made on or prior to after the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredDate.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to before the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board for any reason for more than ninety (90) days three Business Days in the aggregate, or (v) the conversion rights of the Holder Holders are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "EventEVENT"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to 2% of the such Holder's pro rata share of the purchase price paid by the Holder all Holders for all Notes shares of Series L Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period until the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic AmountPERIODIC AMOUNT"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand at the option of the Holders in immediately available fundscash or as an accrual to the Liquidation Preference Amount (as defined in the Certificate of Designation of the Series L Convertible Preferred Stock). The parties agree that the Periodic Amount represents 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 Holder Holders if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, except as set forth in Section 3(n), (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness 120th day after the Closing Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within with the time periods set forth in Section 2(a)2), or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2 hereof or (E) the Company has breached Sections 3(m) or 3(n), or (ivF) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board for any reason for more than ninety five (905) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such five Business Day period is exceeded, or for purposes of clause (D) after more than twenty Business Days, or for purposes of clause (F) the date on which such five Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty payable at the Company's option in cash or shares of Common Stock to the each Holder an amount equal to 22.0% for the first calendar month or portion thereof and 1.0% per calendar month thereafter or portion thereof of the Holder's pro rata share of initial investment in the purchase price paid by Preferred Stock from the Holder for all Notes purchased and then outstanding pursuant Event Date (provided that, with respect to the Purchase Agreement for each thirty Event described in clause (30) B), the "first calendar month" shall be deemed to commence on the 30th day period prior to the applicable Event Date), less any amount of Preferred Stock that has been converted by such Holder, until the applicable Event has been is cured, which provided, that, with respect to the Event described in clause (B), the Company shall not be pro rated for such periods less than thirty obligated to pay liquidated damages following the one year anniversary of the Closing Date. Notwithstanding anything to the contrary in this paragraph (30e), if (I) days any of the Events described in clauses (the "Periodic Amount"A). Payments to be made pursuant to this Section 7(e, (B) or (C) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holder if the Registration Statement is not filed (II) on or prior to the Filing applicable Event Date, the Company shall have exercised its rights under Sections 3(m) or 3(n) hereof and (III) the postponement or suspension permitted pursuant to such Sections 3(m) and 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or has not been declared effective suspension. If the Company elects to pay liquidated damages in shares of Common Stock, the number of such shares of Common Stock to be issued to the Holders pursuant to this paragraph (e) shall be based on the liquidated damage amount divided by the Commission average closing bid price of the Common Stock for the five trading days prior to such Event Date and shall be issuable promptly upon receipt by the Company of a written demand from a Holder made on or prior to after the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredDate.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Holders agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, ; or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), Date; or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, ; or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, Commission in accordance with Section 2(a) hereof; or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board for any reason for more than ninety (90) days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (viiE) the Company has breached Section 3(n) of this Agreement Agreement; or (F) trading in the Common Stock shall be suspended for any reason for more than three (3) consecutive Business Days or twelve (12) Business Days in the aggregate for any twelve (12) month period, (any such failure or breach being referred to as an "“Event",” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (F) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”), then the Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to 2% one percent (1%) of the amount of the Holder's pro rata share ’s initial investment in the Units for each calendar month or portion thereof thereafter from the Event Date until the applicable Event is cured; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of ten percent (10%) of the purchase price paid amount of the Holder’s initial investment in the Units; and provided, further, that in the event the Commission does not permit all of the Registrable Securities to be included in the Registration Statement because of its application of Rule 415, liquidated damages payable pursuant to this Section shall only be payable by the Holder for all Notes purchased and then outstanding Company based on the portion of the Holder’s initial investment in the Units that corresponds to the number of such Holder’s Registrable Securities permitted to be registered by the Commission in such Registration Statement pursuant to Rule 415. For further clarification, the Purchase Agreement for parties understand that no liquidated damages shall be payable pursuant to this Section with respect to any Registrable Securities that the Company is not permitted to include on such Registration Statement due to the Commission’s application of Rule 415 or otherwise. In addition, no liquidated damages shall be payable with respect to Registrable Securities that may be sold pursuant to Rule 144. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(f) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period until following the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount")Date. Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents 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 Holder if the Registration Statement is not filed on or prior Notwithstanding anything to the Filing Date or has not been declared effective by the Commission on or prior contrary contained herein, in no event shall any liquidated damages be payable with respect to the Effectiveness Date and maintained in Warrants or the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredWarrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2(a) hereof, or (ivE) the Company has breached Section 3(n) of this Agreement, or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the OTC Bulletin Board NASDAQ (or other principal exchange on which the Common Stock is traded) for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "“Event",” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (F) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”), the Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to two percent (2% %) of the amount of the Holder's pro rata share of ’s initial investment in the purchase price paid by the Holder for all Notes purchased and then outstanding pursuant to the Purchase Agreement Units for each thirty (30) day period calendar month or portion thereof thereafter from the Event Date until the applicable Event has been is cured; provided, which however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of ten percent (10%) of the amount of the Holder’s initial investment in the Units; and provided, further, that in the event the Commission does not permit all of the Registrable Securities to be included in the Registration Statement because of its application of Rule 415, liquidated damages payable pursuant to this Section shall only be payable by the Company based on the portion of the Holder’s initial investment in the Units that corresponds to the number of such Holder’s Registrable Securities permitted to be registered by the Commission in such Registration Statement pursuant to Rule 415. For further clarification, the parties understand that no liquidated damages shall be pro rated for payable pursuant to this Section with respect to any Registrable Securities that the Company is not permitted to include on such periods less than thirty Registration Statement due to the Commission’s application of Rule 415. In addition, no liquidated damages shall be payable with respect to Registrable Securities that may be sold pursuant to Rule 144. Notwithstanding anything to the contrary in this paragraph (30e), if (a) days any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the "Periodic Amount")applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Payments to be made Liquidated damages payable by the Company pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part Event Date and the first (1st) Business Day of each thirty (30) day period following the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holder if the Registration Statement is not filed on or prior Event Date. Notwithstanding anything to the Filing Date or has not been declared effective by the Commission on or prior contrary contained herein, in no event shall any liquidated damages be payable with respect to the Effectiveness Date and maintained in Warrants or the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredWarrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board for any reason for more than ninety (90) days three Business Days in the aggregate, or (v) the conversion rights of the Holder Holders are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "EventEVENT"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to 2% of the such Holder's pro rata share of the purchase price paid by the Holder all Holders for all Notes shares of Series K Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each the initial thirty (30) day period until the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days and 3% of such Holder's pro rata share of the purchase price paid by all Holders for all shares of Series K Preferred Stock purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period, until the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic AmountPERIODIC AMOUNT"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents 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 Holder Holders if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to the each Holder an amount in cash equal to 2% one and one-half percent (1.5%) for the first calendar month (prorated for shorter periods) and one and one-quarter percent (1.25%) per calendar month thereafter (prorated for shorter periods) of the Holder's pro rata share of initial investment in the purchase price paid by Notes, from the Holder for all Notes purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period Event Date until the applicable Event has been is cured; provided, which however, in no event shall liquidated damages be pro rated for such periods less than thirty (30) days (the "Periodic Amount"). Payments payable to be made any Holder pursuant to this Section 7(e7(d) for a period in excess of two hundred forty (240) days from the applicable Event Date. Notwithstanding anything to the contrary in this paragraph (e), if (i) any of the Events described in clauses (A), (B) or (C) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holder if the Registration Statement is not filed (ii) on or prior to the Filing applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (iii) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. For purposes of clarity, any liquidated damages payable under this Section 7(d) are not payable per Event, but rather are the maximum charges payable at any time when one or more Event has not been declared effective by the Commission on or prior to the Effectiveness Date occurred and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredis continuing.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Holders agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiC) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities (other than Warrants) at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivD) the Company has breached Section 3(m), or (E) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) after more than fifteen (15) Business Days, or for purposes of clause (E) the date on which such three (3) Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to the each Holder an amount in cash equal to 2% one percent (1.0%) for each calendar month (prorated for shorter periods) of the Holder's pro rata share ’s initial investment in the Preferred Shares, Convertible Notes or September Convertible Notes, as the case may be (“Liquidated Damages”), from the Event Date until the applicable Event is cured. Notwithstanding anything to the contrary in this Section 7(d), if (i) any of the purchase price paid Events described in clauses (A), (B), or (C) shall have occurred, (ii) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(m) hereof and (iii) the postponement or suspension permitted pursuant to such Section 3(m) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated Damages payable by the Holder for all Notes purchased and then outstanding Company pursuant to this Section 7(d) shall be payable on the Purchase Agreement for first (1st) business day of each thirty (30) day period until following the applicable Event has been curedDate. Notwithstanding the foregoing, which shall be pro rated for such periods less than thirty (30) days (aggregate Liquidated Damages payable by the "Periodic Amount"). Payments to be made Company pursuant to this Section 7(e7(d) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part not exceed ten percent (10.0%) of the partiesHolder’s initial investment in the Preferred Shares, Convertible Notes or September Convertible Notes, as of the date of this Agreement, of the amount of damages that case may be incurred by the Holder if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredbe.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Time or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately promptly by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board for any reason for more than ninety (90) days three Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "EventEVENT," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such five Business Day period is exceeded, or for purposes of clause (D) after more than fifteen Business Days, or for purposes of clause (F) the date on which such three Business Day period is exceeded, being referred to as "EVENT DATE"), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to 21.5% for each calendar month or portion thereof of the Holder's pro rata share of initial investment in the purchase price paid by Shares from the Holder for all Notes purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period Event Date until the applicable Event has been is cured; PROVIDED, which THAT, liquidated damages shall be pro rated payable at the Holder's option in cash or shares of Common Stock; PROVIDED, further, that if a Holder elects to receive payments for liquidated damages in cash, the Company shall make such periods less than thirty cash payments within ninety (3090) days following receipt by the Company of a written demand from a Holder made on or after the Event Date. Notwithstanding anything to the contrary in this paragraph (e), if (i) any of the "Periodic Amount"Events described in clauses (A). Payments to be made pursuant to this Section 7(e, (B) or (C) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holder if the Registration Statement is not filed (II) on or prior to the Filing applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or has not been declared effective suspension. If the Holder elects to receive payments for liquidated damages in shares of Common Stock, the number of such shares of Common Stock to be issued to the Holders pursuant to this paragraph (e) shall be based on the liquidated damage amount divided by the Commission average closing bid price of the Common Stock for the five trading days prior to such Event Date and shall be issuable promptly upon receipt by the Company of a written demand from a Holder made on or prior to after the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredDate.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Holders agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2(a) hereof, or (ivE) the Company has breached Section 3(o) of this Agreement, or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (F) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as "Event Date"), the Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to 20.75% of the value of such Holder's pro rata ’s Registrable Securities (using a value of $2.54 per share to calculate the value of such Holder’s Registrable Securities): (1) on the Event Date; and (2) for each calendar month or portion thereof thereafter from the Event Date until the applicable Event is cured; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(b) exceed an aggregate of 10% of the purchase price paid value of the Holder’s Registrable Securities (using a value of $2.54 per share to calculate the amount of such Holder’s Registrable Securities); and provided, further, that notwithstanding the foregoing, in the event the Commission does not permit all of the Registrable Securities to be included in a Registration Statement because of its application of Rule 415, no liquidated damages shall be payable pursuant to this Section by the Holder for all Notes purchased Company with respect to any Registrable Securities that the Company was not permitted to include on such Registration Statement due to the Commission’s application of Rule 415. Notwithstanding anything to the contrary in this paragraph (b), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(o) hereof and then outstanding (c) the postponement or suspension permitted pursuant to such Section 3(o) shall remain effective as of such applicable Event Date, then the Purchase Agreement for applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(b) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period until following the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents 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 Holder if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredDate.

Failure to File Registration Statement and Other Events. The -------------------------------------------------------------- Company and the Purchaser Buyer agree that the Holder Holders will suffer damages if the Registration Statement required by Section 2(a) above is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Period, or if certain other events occur. The Company and the Holder Buyer further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, subject to the Company's suspension rights as set forth in Section 2(c) hereof, if (i) the a required Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable Warrant Shares exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the required Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (iviii) trading in the Common Stock shall be suspended or if the Common Stock is delisted from ceases to be quoted on the OTC Bulletin Board for any reason for more than ninety sixty (9060) days in the aggregate, aggregate or (viv) the conversion exercise rights of a Holder with respect to the Holder Warrant are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement (any such circumstance, failure or breach being referred to as an "Event"), the Company shall pay to the Holders in cash as liquidated damages for such failure failure, and not as a penalty to the Holder penalty, an aggregate amount equal to 2% of the Holder's pro rata share original principal amount of the purchase price paid by the Holder for all Notes purchased and then outstanding pursuant Note issued to the Purchase Agreement Buyer for each thirty (30) day period until the applicable Event has been cured, which shall be pro rated for such periods of less than thirty (30) days (the "Periodic Amount"). Payments Subject to the Buyer's right to add such Periodic Amount on to the principal amount of the Note (as provided in the Note), payments to be made pursuant to this Section 7(e8(c) shall be due and payable immediately upon demand three (3) Business Days after the end of each month in which a Periodic Amount accrues, such payments to be made in immediately available fundsfunds and allocated among the Holders according to their interests in the Warrant and Warrant Shares. The parties agree that the Periodic Amount represents 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 a Holder if the a Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Holders agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2(a) hereof, or (ivE) the Company has breached Section 3(n) of this Agreement, or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the OTC Bulletin Board OTCQX (or other principal exchange on which the Common Stock is traded) for any reason for more than ninety three (903) days consecutive Business Days or twelve (12) Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended aggregate for any reasontwelve month period, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "“Event",” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (F) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”), then the Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to 2% one percent (1%) of the amount of the Holder's pro rata share ’s initial investment in the Units for each calendar month or portion thereof thereafter from the Event Date until the applicable Event is cured; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of ten percent (10%) of the purchase price paid amount of the Holder’s initial investment in the Units; and provided, further, that in the event the Commission does not permit all of the Registrable Securities to be included in the Registration Statement because of its application of Rule 415, liquidated damages payable pursuant to this Section shall only be payable by the Holder for all Notes purchased and then outstanding Company based on the portion of the Holder’s initial investment in the Units that corresponds to the number of such Holder’s Registrable Securities permitted to be registered by the Commission in such Registration Statement pursuant to Rule 415. For further clarification, the Purchase Agreement for parties understand that no liquidated damages shall be payable pursuant to this Section with respect to any Registrable Securities that the Company is not permitted to include on such Registration Statement due to the Commission’s application of Rule 415. In addition, no liquidated damages shall be payable with respect to Registrable Securities that may be sold pursuant to Rule 144. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(f) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period until following the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount")Date. Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents 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 Holder if the Registration Statement is not filed on or prior Notwithstanding anything to the Filing Date or has not been declared effective by the Commission on or prior contrary contained herein, in no event shall any liquidated damages be payable with respect to the Effectiveness Date and maintained in Warrants or the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredWarrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Time or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, except as set forth in Section 3(m), (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable Registrable Securities exceeds the number of shares of Common Stock initially registered is not filed and declared effective within with the time periods set forth in Section 2(a)2), or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five ten (510) Business Days days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2 hereof or (E) the Company has breached Section 3(m), or (ivF) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board for any reason for more than ninety (90) days three Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such five Business Day period is exceeded, or for purposes of clause (D) after more than fifteen Business Days, or for purposes of clause (F) the date on which such three Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to the Holder an amount each Holder, payable in cash, equal to 22.0% for each calendar month or portion thereof of the Holder's pro rata share of initial investment in the purchase price paid by Preferred Shares from the Holder for all Notes purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period Event Date, until the applicable Event has been is cured. Notwithstanding anything to the contrary in this paragraph (e), which shall be pro rated for such periods less than thirty if (30I) days any of the Events described in clauses (the "Periodic Amount"A). Payments to be made pursuant to this Section 7(e, (B) or (C) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holder if the Registration Statement is not filed (II) on or prior to the Filing applicable Event Date, the Company shall have exercised its rights under Section 3(m) hereof and (III) the postponement or suspension permitted pursuant to such Section 3(m) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredsuspension.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Time or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in 120th day after the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Closing Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board for any reason for more than ninety (90) days five Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such five Business Day period is exceeded, or for purposes of clause (D) after more than fifteen Business Days, or for purposes of clause (F) the date on which such five Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to 2% two percent (2.0%) for each calendar month or portion thereof of the Holder's pro rata share of initial investment in the purchase price paid by Shares from the Holder for all Notes purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period Event Date until the applicable Event has been is cured; provided, which that, liquidated damages for the first calendar month upon the occurrence of an Event shall be pro rated payable in cash only, and for such periods less than thirty each calendar month thereafter shall be payable at the Company's option in cash or shares of Common Stock. Notwithstanding anything to the contrary in this paragraph (30e), if (I) days any of the Events described in clauses (the "Periodic Amount"A). Payments to be made pursuant to this Section 7(e, (B) or (C) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holder if the Registration Statement is not filed (II) on or prior to the Filing applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or has not been declared effective suspension. If the Company elects to pay in shares of Common Stock, the number of such shares of Common Stock to be issued to the Holders pursuant to this paragraph (e) shall be based on the liquidated damage amount divided by the Commission average closing bid price of the Common Stock for the five trading days prior to such Event Date and shall be issuable promptly upon receipt by the Company of a written demand from a Holder made on or prior to after the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredDate.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivE) the Company has breached Section 3(n) hereof, or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or delisted from the OTC Bulletin Board principal exchange on which the Common Stock is then traded for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to each Holder, payable in cash or shares of Common Stock, at the Holder an amount Company’s sole option, equal to 2% two percent (2.0%) of the amount of the Holder's pro rata share of ’s initial investment in the purchase price paid by the Holder for all Notes purchased and then outstanding pursuant to the Purchase Agreement Shares for each thirty (30) day period calendar month or portion thereof thereafter from the Event Date until the applicable Event has been is cured; provided, which however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of fifteen percent (15%) of the amount of the Holder’s initial investment in the Shares; and provided, further, that in the event the Commission does not permit all of the Registrable Securities to be included in the Registration Statement because of its application of Rule 415, liquidated damages payable pursuant to clause (B) above shall be pro rated for payable by the Company based on two percent (2%) of the portion of the Holder’s initial investment in the Shares that corresponds to the number of such periods less than thirty (30) days (the "Periodic Amount"). Payments Holder’s Registrable Securities permitted to be made registered by the Commission pursuant to Rule 415. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. If the Company elects to pay liquidated damages in shares of Common Stock, the number of such shares of Common Stock to be issued to the Holders pursuant to this Section 7(e) shall be due and an amount equal to the quotient of (i) the liquidated damage amount, divided by (ii) the average of the VWAP for the twenty (20) trading days immediately preceding such Event Date. Liquidated damages payable immediately upon demand in immediately available funds. The parties agree that by the Periodic Amount represents a reasonable estimate Company pursuant to this Section 7(e) shall be payable on the part first (1st) Business Day of each thirty (30) day period following the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holder if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredDate.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Holders agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by thirty-fifth (35th) day following the Commission on or prior to the Effectiveness Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occurPeriod. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing thirty-fifth (35th) day following the Closing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 12d1-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness PeriodPeriod due to an intentional and willful act by the Company, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board any securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an “Exchange”), without immediately being listed on any other Exchange, for any reason for more than ninety one (901) days in Business Day, other than pursuant to Section 3(n), due to an intentional and willful act by the aggregateCompany, or (v) the conversion rights of the Holder Holders to exercise into Warrant Shares are suspended for any reason, including reason due to an intentional and willful act by the Company, or (vi) Company without the Company breaches consent of the particular Holder other than as set forth in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "“Event"”), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to 2% one percent (1%) of the such Holder's ’s pro rata share of the purchase price paid by the Holder all Holders for all Notes Purchased Shares purchased and then outstanding pursuant to the Purchase Agreement for each the initial thirty (30) day period until the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days and one percent (1%) of such Holder’s pro rata share of the purchase price paid by all Holders for Purchased Shares purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "“Periodic Amount"”). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents 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 Holder Holders if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other an Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2(a) hereof, or (ivE) the Company has breached Section 3(n), or (F) at any time subsequent to completion of the re-listing process, trading in the Common Stock shall be suspended suspended, or if the Common Stock is no longer quoted on or is delisted from the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay an amount in cash or registered Common Stock (at the Company's sole discretion) to each Holder, as partial liquidated damages for such failure and not as a penalty to the Holder an amount penalty, equal to two percent (2% %) of the amount of the Holder's pro rata share Registrable Securities for each calendar month or portion thereof thereafter from the Event Date until the applicable Event is cured; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of eighteen percent (18%) of the purchase price paid amount of the Holder's Registrable Securities. Notwithstanding anything to the contrary in this paragraph (e), if (i) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (ii) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (iii) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Holder for all Notes purchased and then outstanding Company pursuant to this Section 7(d) shall be payable on the Purchase Agreement for first (1st) Business Day of each thirty (30) day period until following the applicable Event has been cured, which Date. In the event the Commission does not permit all of the Registrable Securities to be included in the Registration Statement because of its application and issuance of comments concerning Rule 415 then the Company shall be pro rated for allowed to respond to such periods less than thirty comments within ten (3010) calendar days after its receipt and shall be entitled to an additional ten (10) calendar day period to exchange comments with the "Periodic Amount"). Payments to be made Commission before any liquidated damages pursuant to this Section 7(eshall occur (each such ten day period, an "Extension"). No more than two (2) Extensions shall be due and payable immediately upon demand in immediately available funds. The parties agree to the Company, such that the Periodic Amount represents a reasonable estimate time before such liquidated damages will be incurred will not exceed one hundred eighty (180) days from the Filing Date. Subsequent to any and all Extensions, liquidated damages payable pursuant to this Section shall be payable by the Company based on the part two percent (2%) of the parties, as portion of the date of this Agreement, of the amount of damages Holder's Registrable Securities that may be incurred by the Holder if the Registration Statement is not filed on or prior corresponds to the Filing Date or has number of such Holder's Registrable Securities not been declared effective permitted to be registered by the Commission on or prior in such Registration Statement pursuant to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredRule 415.

Failure to File Registration Statement and Other Events. The Company ---------------------------------------------------------- and the Purchaser agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Time or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within with the time periods set forth in Section 2(a)), or (iiB) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiC) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivD) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board or The Nasdaq Small-Cap Market for any reason for more than ninety (90) days three Business Days in the aggregate, or (vE) the conversion rights of the Holder Holders are suspended for any reason, including by reason except as a result of Section 5(a)(iii) of the CompanyCertificate of Designation, or (viF) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (viiG) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event," and for ----- purposes of clauses (A) and (E) the date on which such Event occurs, or for purposes of clause (B) the date on which such five day period is exceeded, or for purposes of clause (C) after more than fifteen Business Days, or for purposes of clause (D) the date on which such three Business Day period is exceeded, or for clause (F) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay pay, at the ---------- option of the Holder, an amount in cash or shares of Common Stock, as liquidated damages to each Holder equal to 1% for the first calendar month and 2% per calendar month thereafter or portion thereof of the principal amount of the Notes held by such failure and not as a penalty Holder plus the principal amount of any Notes that have been converted to the Holder an amount equal to 2% extent any of the Holder's pro rata share of Conversion Shares issued upon such conversion have not been sold from the purchase price paid by the Holder for all Notes purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period Event Date until the applicable Event has been is cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e7(e)(i) shall be due and payable immediately upon demand in immediately available funds. The parties agree that If the Periodic Amount represents a reasonable estimate Holder elects to be paid in shares of Common Stock, the number of such shares of Common Stock shall be based on the part of the parties, as of the date of this Agreement, of the liquidated damage amount of damages that may be incurred divided by the Holder if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained Conversion Rate (as defined in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.Note). (f)

Failure to File Registration Statement and Other Events. The Company and the Purchaser agree that the Holder Holders will suffer damages if the a Registration Statement is not filed on or prior to the applicable Filing Date and Date, or not declared effective by the Commission on or prior to the applicable Effectiveness Date and maintained in the manner contemplated herein during the applicable Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if: (i) the a Registration Statement is not filed on or prior to its Filing Date covering the Filing DateRegistrable Securities required under this Agreement to be included therein (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to have satisfied this clause (i)), or (ii) a Registration Statement is not declared effective by the Commission on or prior to the its required Effectiveness Date (or in if by the event an additional Business Day immediately following the Effective Date, the Company shall not have filed a “final” prospectus for the Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), or (ii) the Company fails to file with the Commission a request for acceleration under Rule 424(b) in accordance with Rule 12dl-2 promulgated under the Exchange Act within five terms hereof (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," whether or not subject to further reviewsuch a prospectus is technically required by such Rule), or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefor, such Registration Statement is filed with and declared effective by the Commission but thereafter ceases for any reason to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of the its Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionPeriod for more than an aggregate of 30 Trading Days (which need not be consecutive), or (iv) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the OTC Bulletin Board (or other principal exchange on which the Common Stock is listed or traded) for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) and (iv) the date which such specified period is exceeded, being referred to as "Event Date"), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash cash, as partial liquidated damages for such failure and not as a penalty to the Holder an amount penalty, equal to 21.0% of the Holder's pro rata share of the purchase price aggregate Investment Amount paid by the such Holder for all Notes purchased and then outstanding Shares pursuant to the Purchase Agreement for each thirty (30) day period until the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available fundsAgreement. The parties agree that in no event will the Periodic Amount represents a reasonable estimate on the part Company be liable for liquidated damages under this Agreement in excess of 1.0% of the parties, as aggregate Purchase Price in any 30-day period and the maximum aggregate liquidated damages payable to a Holder under this Agreement (which maximum amount payable shall only be relevant to amounts paid pursuant to this Section 2(e) and shall expressly not apply to any amounts payable under any other section of this or any other Transaction Document) shall be fifteen percent (15%) of the date aggregate Purchase Price paid by Purchaser pursuant to the Purchase Agreement. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of this Agreement, of the amount of damages that may be incurred by the Holder if the Registration Statement is not filed on or a month prior to the Filing Date or has not been declared effective by cure of an Event (except in the Commission on or prior case of the first Event Date), and shall cease to accrue (unless earlier cured) upon the expiration of the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Period. The Company will not be liable for liquidated damages under this Agreement with respect to any securities issued to a placement agent as compensation or if any other Event as described herein has occurredpartial compensation.

Failure to File Registration Statement and Other Events. The Company and the Purchaser agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note Warrant is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within with the time periods set forth in Section 2(a)2), or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately promptly by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2 hereof, or (ivE) the Company has breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board Nasdaq Capital Market (or other principal exchange on which the Common Stock is listed or traded) for any reason for more than ninety three (903) days Business Days in the aggregate, aggregate without subsequent listing on another exchange or (v) the conversion rights quotation of the Holder are suspended for any reason, including by Common Stock on the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement OTC Bulletin Board (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, or for purposes of clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as "Event Date"), the Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to 2% one percent (1%) of the Holder's pro rata share initial investment in the Shares from the Event Date, less any number of the purchase price paid Shares that have been sold by the Holder for all Notes purchased and then outstanding pursuant to the Purchase Agreement such Holder, for each thirty calendar month (30prorated for shorter periods) day period until the applicable Event has been is cured; provided, which however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of eighteen percent (18%) of the amount of the Holder's initial investment in the Shares. Notwithstanding anything to the contrary in this paragraph (e), if (i) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (II) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be pro rated for deemed instead to occur on the second Business Day following the termination of such periods less than thirty (30) days (postponement or suspension. Liquidated damages payable by the "Periodic Amount"). Payments to be made Company pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part first (1st) Business Day of each thirty (30) day period following the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Holder if the Registration Statement is not filed on or prior Event Date. Notwithstanding anything to the Filing Date or has not been declared effective by the Commission on or prior contrary contained herein, in no event shall any liquidated damages be payable with respect to the Effectiveness Date and maintained in Warrant or the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredWarrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Holders agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by sixtieth (60th) day following the Commission on or prior to the Effectiveness Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occurPeriod. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing sixtieth (60th) day following the Closing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, except as otherwise permitted by this Agreement, including pursuant to Section 3(n), or (iv) trading in the Common Stock shall be suspended (other than a suspension affecting trading in securities generally) or if the Common Stock is delisted from the OTC Bulletin Board any securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed (each an "EXCHANGE"), without immediately being listed on any other Exchange, for any reason for more than ninety three (903) days in the aggregateBusiness Days, other than pursuant to Section 3(n), or (v) the conversion rights of the Holder Holders are suspended for any reason, including by reason without the Companyconsent of the particular Holder other than as set forth in Article III.A.5 of the Articles of Incorporation, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "EventEVENT"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to two percent (2% %) of the such Holder's pro rata share of the purchase price paid by the Holder all Holders for all Notes and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement for each the initial thirty (30) day period until the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days and one and one-half percent (1.5%) of such Holder's pro rata share of the purchase price paid by all Holders for Notes and other Registrable Securities purchased and then outstanding pursuant to the Purchase Agreement for each subsequent thirty (30) day period until the applicable Event has been cured which shall be pro rated for such periods less than thirty days (the "Periodic AmountPERIODIC AMOUNT"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the Periodic Amount represents 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 Holder Holders if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by sixtieth (60th) day following the Commission on or prior to the Effectiveness Closing Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred. Notwithstanding the foregoing, the Company shall remain obligated to cure the breach or correct the condition that caused the Event, and the Holder shall have the right to take any action necessary or desirable to enforce such obligation.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2(a) hereof, or (ivE) the Company has breached Section 3(n) of this Agreement, or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "“Event",” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (F) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”), the Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to two percent (2% %) of the amount of the Holder's pro rata share ’s initial investment in the Preferred Stock for each calendar month or portion thereof thereafter from the Event Date until the applicable Event is cured; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of twenty percent (20%) of the purchase price paid amount of the Holder’s initial investment in the Preferred Stock; and provided, further, that in the event the Commission does not permit all of the Registrable Securities to be included in the Registration Statement because of its application of Rule 415, liquidated damages payable pursuant to this Section shall be payable by the Holder for all Notes purchased and then outstanding Company based on two percent (2%) of the portion of the Holder’s initial investment in the Preferred Stock that corresponds to the number of such Holder’s Registrable Securities permitted to be registered by the Commission in such Registration Statement pursuant to Rule 415. Notwithstanding anything to the Purchase Agreement for contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(d) shall be payable on the first (1st) Business Day of each thirty (30) day period until following the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount")Date. Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents 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 Holder if the Registration Statement is not filed on or prior Notwithstanding anything to the Filing Date or has not been declared effective by the Commission on or prior contrary contained herein, in no event shall any liquidated damages be payable with respect to the Effectiveness Date and maintained in Warrants or the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredWarrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Holders agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiC) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivCommission in accordance with Section 1.2(a) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board for any reason for more than ninety (90) days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement hereof (any such failure or breach being referred to as an "“Event",” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) after more than fifteen (15) Business Days, being referred to as “Event Date”), then the Company shall pay in cash as liquidated damages for such failure and not as a penalty to the Holder an amount equal to 2% of the Holder's all Holders, pro rata share according to their respective holdings of the purchase price paid by the Holder for all Notes purchased and then outstanding pursuant Registrable Securities, (i) a one-time aggregate amount of $250,000 pro rata according to the Purchase Agreement their respective holdings of Registrable Securities, in cash, plus (ii) for each thirty (30) day period until after such Event Date during which such Event continues, an aggregate amount of cash equal to one percent (1%) of the applicable Event has been curedaggregate principal amount then outstanding under the Note [up to a total of 5%]; provided, which that no liquidated damages shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount"). Payments payable with respect to Registrable Securities that may then be made sold pursuant to this Rule 144. Liquidated damages payable by the Company pursuant to Section 7(e3.6(i) shall be due payable on the first Business Day following the Event Date, and liquidated damages payable immediately upon demand by the Company pursuant to Section 3.6(ii) shall be payable on the thirtieth (30th) day (or, if such day is not a Business Day, then on the first Business day following) following the Event Date, and on each 30th day thereafter, until such Event is cured. Notwithstanding anything to the contrary contained herein, in immediately available fundsno event shall any liquidated damages be payable with respect to the Warrants or the Warrant Shares. The parties agree that foregoing liquidated damages shall be each Holder’s sole and exclusive remedy in respect of any Event. Notwithstanding anything to the Periodic Amount represents a reasonable estimate on the part contrary in this Section 3.6, if (a) any of the partiesEvents described in clauses (A), as of the date of this Agreement(B), of the amount of damages that may be incurred by the Holder if the Registration Statement is not filed or (C) shall have occurred, (b) on or prior to the Filing applicable Event Date, the Company shall have exercised its rights under Section 1.3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 1.3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredsuspension.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occurTime. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if if, except as set forth in Section 3(n), (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness 120th day after the Closing Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within with the time periods set forth in Section 2(a)2), or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2 hereof or (E) the Company has breached Section 3(n), or (ivF) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin Board The Nasdaq National Market for any reason for more than ninety (90) days three Business Days in the aggregateaggregate without subsequent listing on another securities exchange, quotation system or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement market (any such failure or breach being referred to as an "EventEVENT," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on which such five Business Day period is exceeded, or for purposes of clause (D) after more than fifteen Business Days, or for purposes of clause (F) the date on which such three Business Day period is exceeded, being referred to as "EVENT DATE"), the Company shall pay in cash an amount as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to 23% for the first calendar month or portion thereof and 1.5% per calendar month thereafter or portion thereof of the Holder's pro rata share initial investment in the Preferred Stock from the Event Date, less any amount of the purchase price paid Preferred Stock that has been converted or redeemed by the such Holder for all Notes purchased and then outstanding pursuant (provided that, with respect to the Purchase Agreement for each thirty Event described in clause (30) B), the "first calendar month" shall be deemed to commence on the 30th day period prior to the Event Date), until the applicable Event has been is cured; PROVIDED, which THAT, liquidated damages for the first calendar month upon the occurrence of an Event shall be pro rated payable in cash only, and for such periods less than thirty each calendar month thereafter shall be payable at the Company's option in cash or shares of Common Stock. Notwithstanding anything to the contrary in this paragraph (30e), if (I) days any of the Events described in clauses (the "Periodic Amount"A). Payments to be made pursuant to this Section 7(e, (B) or (C) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the partieshave occurred, as of the date of this Agreement, of the amount of damages that may be incurred by the Holder if the Registration Statement is not filed (II) on or prior to the Filing applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or has not been declared effective suspension. If the Company elects to pay in shares of Common Stock, the number of such shares of Common Stock to be issued to the Holders pursuant to this paragraph (e) shall be based on the liquidated damage amount divided by the Commission average of the closing bid and asked price of the Common Stock for the five trading days prior to such Event Date and shall be issuable promptly upon receipt by the Company of a written demand from a Holder made on or prior to after the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredDate.

Failure to File Registration Statement and Other Events. The Company and the Purchaser agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Time or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiA) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately within a reasonable time (but in no event later than thirty (30) days after the Registration Statement ceased to be effective) by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivB) trading in the Common Stock shall be suspended or if the Common Stock is delisted from The Nasdaq SmallCap Market or the OTC Bulletin Board for any reason for more than ninety three (903) days in consecutive Business Days, provided, however, this clause (B) shall not apply if the aggregateCompany is delisted from The Nasdaq SmallCap Market and is then listed on the OTC Bulletin Board within three (3) Business Days thereafter, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (viiC) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event," and for purposes of clause (A) after more than fifteen Business Days, or for purposes of clause (B) the date on which such three Business Day period is exceeded, being referred to as an "Event Date"), the Company shall pay in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to 1% for the first thirty (30) day period and 2% of the Holder's pro rata share of the purchase price paid by the Holder for all Notes purchased and then outstanding pursuant to the Purchase Agreement for each thirty (30) day period thereafter of the aggregate purchase price of all the Registrable Securities then held by such Holder pursuant to the Purchase Agreement until the applicable Event has been cured, which shall be pro rated for such periods any period less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents 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 Holder Holders if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurred.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a))Date, or (iiC) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five three (53) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiD) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the CommissionCommission in accordance with Section 2(a) hereof, or (ivE) the Company has breached Section 3(n) of this Agreement, or (F) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted from the OTC Bulletin Board NASDAQ (or other principal exchange on which the Common Stock is traded) for any reason for more than ninety three (903) days Business Days in the aggregate, or (v) the conversion rights of the Holder are suspended for any reason, including by the Company, or (vi) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of Designation, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement aggregate (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (F) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as "Event Date"), the Company shall pay an amount in cash as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to two percent (2% %) of the amount of the Holder's pro rata share ’s initial investment in the Units for each calendar month or portion thereof thereafter from the Event Date until the applicable Event is cured; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 7(e) exceed an aggregate of ten percent (10%) of the purchase price paid amount of the Holder’s initial investment in the Units; and provided, further, that in the event the Commission does not permit all of the Registrable Securities to be included in the Registration Statement because of its application of Rule 415, liquidated damages payable pursuant to this Section shall only be payable by the Holder for all Notes purchased and then outstanding Company based on the portion of the Holder’s initial investment in the Units that corresponds to the number of such Holder’s Registrable Securities permitted to be registered by the Commission in such Registration Statement pursuant to Rule 415. For further clarification, the Purchase Agreement for parties understand that no liquidated damages shall be payable pursuant to this Section with respect to any Registrable Securities that the Company is not permitted to include on such Registration Statement due to the Commission’s application of Rule 415. Notwithstanding anything to the contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(n) hereof and (c) the postponement or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated damages payable by the Company pursuant to this Section 7(d) shall be payable on the Event Date and the first (1st) Business Day of each thirty (30) day period until following the applicable Event has been cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount")Date. Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that the Periodic Amount represents 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 Holder if the Registration Statement is not filed on or prior Notwithstanding anything to the Filing Date or has not been declared effective by the Commission on or prior contrary contained herein, in no event shall any liquidated damages be payable with respect to the Effectiveness Date and maintained in Warrants or the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredWarrant Shares.

Failure to File Registration Statement and Other Events. The Company and the Purchaser Purchasers agree that the Holder Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period Time or if certain other events occur. The Company and the Holder Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Note is Notes are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within with the time periods set forth in Section 2(a)2), or (iiB) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iiiC) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, or (ivD) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the American Stock Exchange or the OTC Bulletin Board for any reason for more than ninety (90) days three Business Days in the aggregate, or (vE) the conversion rights of the Holder Holders are suspended for any reason, including by the Company, or (viF) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Certificate of DesignationSecurity Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty days after written notice thereof to the Company, or (viiG) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event," and for purposes of clauses (A) and (E) the date on which such Event occurs, or for purposes of clause (B) the date on which such five day period is exceeded, or for purposes of clause (C) after more than fifteen Business Days, or for purposes of clause (D) the date on which such three Business Day period is exceeded, or for clause (F) the date on which such thirty day period is exceeded, being referred to as "Event Date"), the Company shall pay pay, at the option of the Holder, an amount in cash or shares of Common Stock, as liquidated damages for such failure and not as a penalty to the each Holder an amount equal to 2% for the first calendar month and 3% per calendar month thereafter or portion thereof of the Holder's pro rata share principal amount of the purchase price paid Notes held by such Holder plus the Holder for all principal amount of any Notes purchased and then outstanding pursuant that have been converted to the Purchase Agreement for each thirty (30) day period extent any of the Conversion Shares issued upon such conversion have not been sold from the Event Date until the applicable Event has been is cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount"). Payments to be made pursuant to this Section 7(e) shall be due and payable immediately upon demand in immediately available funds. The parties agree that If the Periodic Amount represents a reasonable estimate Holder elects to be paid in shares of Common Stock, the number of such shares of Common Stock shall be based on the part of the parties, as of the date of this Agreement, of the liquidated damage amount of damages that may be incurred divided by the Holder if the Registration Statement is not filed on or prior to the Filing Date or has not been declared effective by the Commission on or prior to the Effectiveness Date and maintained Conversion Price (as defined in the manner contemplated herein during the Effectiveness Period or if any other Event as described herein has occurredNotes).