Common use of Liquidated Damages for Non-Delivery of Certificates Clause in Contracts

Liquidated Damages for Non-Delivery of Certificates. In addition to --------------------------------------------------- the provisions of Section 5(e) above, the Company understands and agrees that any delay in the issuance of the certificates beyond the Deadline will result in substantial economic loss and other damages to the Buyer. As partial compensation to the Buyer for such loss, the Company agrees to pay liquidated damages (which the Company acknowledges is not a penalty) to the Buyer for issuance and delivery of the certificates after the Deadline, in accordance with the following schedule (where "No. of Business Days Late" is defined as the number of business days beyond five (5) business days from the date of delivery by the Buyer to the Company of a facsimile Notice of Conversion or Notice of Exercise or, if later, from the date on which all other necessary documentation duly executed and in proper form required for conversion of the Note or exercise of the Warrant has been delivered to the Company, but only if such necessary documentation has not been delivered to the Company within the three (3) business day period after the facsimile delivery to the Company of the Notice of Conversion or Notice of Exercise required in this Agreement): No. of Business Days Late Liquidated Damages (in US$) ------------------------- --------------------------- 1 $300 2 $400 3 $500 4 $600 5 $700 6 $800 7 $900 8 $1,000 9 $1,250 10 $1,500 11+ $1,750 + $1,000 for each Business Day Late beyond 11 days Subject to the Buyer's right, in its sole discretion, to add accrued liquidated damages on to the principal amount of the Note (as provided in the Note), the Company shall pay the Buyer any liquidated damages incurred under this Section 5(f) by certified or cashier's check upon the earlier of (i) the issuance to the Buyer of the certificates with respect to which the damages accrued or (ii) each monthly anniversary of the receipt by the Company of the Buyer's Notice of Conversion or Notice of Exercise, as the case may be. Nothing herein shall limit the Buyer's right to pursue actual damages for the Company's failure to issue and deliver certificates to the Buyer in accordance with the terms of this Agreement or for breach by the Company of this Agreement.

Liquidated Damages for Non-Delivery of Certificates. In addition to --------------------------------------------------- the provisions of Section 5(e5(d) above, the Company understands and agrees that any delay in the issuance of the certificates beyond the Deadline will result in substantial economic loss and other damages to each applicable Buyer; provided that during the Buyerresolution of any dispute under Section 2(e) of the Warrant, the deadline as to those shares of Common Stock subject to such dispute shall be suspended. As partial compensation to the each such Buyer for such loss, the Company agrees to pay liquidated damages (which the Company acknowledges is not a penalty) to the each such Buyer for issuance and delivery of the certificates after the Deadline, in accordance with the following schedule (where "No. of Business Days Late" is defined as the number of business days beyond five (5) business days from the date of delivery by the Buyer to the Company of a facsimile Notice of Conversion or Notice of Exercise or, if later, from the date on which all other necessary documentation duly executed and in proper form required for conversion of the Note or exercise of the Warrant has been delivered to the Company, but only if such necessary documentation has not been delivered to the Company within the three five (35) business day period after the facsimile delivery to the Company of the Notice of Conversion or Notice of Exercise required in this AgreementExercise): No. of Business Days Late Liquidated Damages (in US$) ------------------------- --------------------------- 1 $300 2 $400 3 $500 4 $600 5 $700 6 $800 7 $900 8 $1,000 9 $1,250 10 $1,500 11+ $1,750 + $1,000 for each Business Day Late beyond 11 days Subject to the each Buyer's right, in its sole discretion, to add accrued liquidated damages on to the principal amount of the its Note (as provided in the Note), the Company shall pay the applicable Buyer any liquidated damages incurred under this Section 5(f5(e) by certified or cashier's check upon the earlier of (i) the issuance to the such Buyer of the certificates with respect to which the damages accrued or (ii) each monthly anniversary of the receipt by the Company of the such Buyer's Notice of Conversion or Notice of Exercise, as the case may be. Nothing herein shall limit the a Buyer's right to pursue actual damages for the Company's failure to issue and deliver certificates to the Buyer in accordance with the terms of this Agreement or for breach by the Company of this Agreement.

Liquidated Damages for Non-Delivery of Certificates. In addition to --------------------------------------------------- the provisions of Section 5(e5(d) above, the Company understands and agrees that any a delay in the issuance of any of the certificates Certificates beyond the Deadline will result in substantial economic loss and other damages to the Buyer. As partial compensation to the Buyer for such loss, the Company agrees to pay liquidated damages (which the Company acknowledges is not a penalty) to the Buyer for issuance and delivery of the certificates any Certificate after the Deadline, in accordance with the following schedule (where "No. of Business Days Late" is defined as the number of business days beyond five three (53) business days from the date of delivery by the Buyer to the Company of a facsimile Notice of Conversion or Notice of Exercise (or, if later, from the date on which all other necessary documentation duly executed and in proper form required for conversion of Preferred Stock as described in this Agreement, including the Note or exercise original Notice of the Warrant has been delivered to the CompanyConversion, but all in accordance with this Agreement only if such necessary documentation has not been delivered to the Company within the three two (32) business day period after the facsimile delivery to the Company of the Notice of Conversion or Notice of Exercise as required in this Agreement)): No. of Business Days Late Liquidated Damages ---------------------- ------------------ (in US$) ------------------------- --------------------------- 1 $300 2 $400 3 $500 4 $600 5 $700 6 $800 7 $900 8 $1,000 9 $1,250 1,000 10 $1,500 11+ $1,750 1,500 + $1,000 500 for each Business Day Late beyond 11 days Subject to the Buyer's right, in its sole discretion, to add accrued liquidated damages on to the principal amount of the Note (as provided in the Note), the The Company shall pay the Buyer any liquidated damages incurred as called for under this Section 5(f5(e) by certified or cashier's check upon the earlier of (i) issuance of the issuance relevant Certificate(s) to the Buyer of the certificates with respect to which the damages accrued or (ii) each monthly anniversary of the receipt by the Company of the Buyer's Notice of Conversion or Notice of Exercise, as the case may beConversion. Nothing herein shall limit the Buyer's right to pursue actual damages for the Company's failure to issue and deliver certificates all Certificates to the Buyer in accordance with the terms of this Agreement or for breach by the Company of this Agreement. Notwithstanding anything in this Section 5(e) to the contrary, the Company shall not be responsible for liquidated damages as described in this Section 5(e) if a delay past a Deadline in delivery of Common Stock to the Buyer upon a conversion or exercise is solely due to the action (or omission to act) of the Escrow Agent (that is, if the Escrow Agent has in its possession a sufficient number of non-legended Escrow Shares to effect a conversion of Preferred Stock and/or an exercise of the Option, and there is no Company-caused delay involved in delivery by the Escrow Agent of the requisite number of Escrow Shares upon such conversion or exercise).

Liquidated Damages for Non-Delivery of Certificates. In addition to --------------------------------------------------- the provisions of Section 5(e5(d) above, the Company understands and agrees that any delay in the issuance delivery of the certificates a certificate beyond the Deadline will result in substantial economic loss and other damages to the BuyerLender. As partial compensation to the Buyer for such loss, the Company agrees to pay liquidated damages (which the Company acknowledges is are not a penalty) to the Buyer Lender for issuance and delivery of the certificates certificate(s) after the Deadline, in accordance with the following schedule (where "“No. of Business Days Late" ” is defined as the number of business days beyond five (5) 15 business days from the date of delivery by the Buyer Lender to the Company of a facsimile Notice notice of Conversion or Notice of Exercise exercise or, if later, from the date on which all other necessary documentation duly executed and in proper form required for conversion of the Note or exercise of the Warrant has been delivered to the Company, but only if such necessary documentation has not been delivered to the Company within the three (3) 15 business day period after the facsimile delivery to the Company of the Notice notice of Conversion or Notice of Exercise required in this Agreementexercise): No. of Business Days Late Liquidated Damages (in US$) ------------------------- --------------------------- 1 $300 2 $400 3 $500 4 $600 5 $700 6 $800 7 $900 8 $1,000 9 $1,250 10 $1,500 11+ $1,750 + $1,000 for each Business Day Late beyond 11 days Subject to the Buyer's Lender’s right, in its sole discretion, to add accrued liquidated damages on to the principal amount of one of the Note Notes (as provided in the NoteNotes), the Company shall pay the Buyer Lender any liquidated damages incurred under this Section 5(f5(e) by certified or cashier's check in immediately available funds upon the earlier of (i) the issuance delivery to the Buyer Lender of the certificates certificate(s) with respect to which the damages accrued or (ii) each monthly anniversary of the receipt by the Company of the Buyer's Notice Lender’s notice of Conversion or Notice of Exercise, as the case may beexercise. Nothing herein shall limit the Buyer's Lender’s right to pursue actual damages for the Company's ’s failure to issue and deliver certificates to the Buyer in accordance with the terms of this Agreement or for breach Lender by the Company of this AgreementDeadline.

Liquidated Damages for Non-Delivery of Certificates. In addition to --------------------------------------------------- the provisions of Section 5(e5(d) above, the Company understands and agrees that any delay in the issuance of the certificates a certificate beyond the Deadline will result in substantial economic loss and other damages to the a Buyer. As partial compensation to the such Buyer for such loss, the Company agrees to pay liquidated damages (which the Company acknowledges is not a penalty) to the any such Buyer for issuance and delivery of the certificates certificate(s) after the Deadline, in accordance with the following schedule (where "No. of Business Days Late" is defined as the number of business days beyond five (5) business days from the date of delivery by the Buyer to the Company of a facsimile Notice of Exercise or Conversion or Notice of Exercise Notice, as the case may be, or, if later, from the date on which all other necessary documentation duly executed and in proper form required for conversion of the Note or exercise of the Warrant or the conversion of the Note, as the case may be, has been delivered to the Company, but only if such necessary documentation has not been delivered to the Company within the three five (35) business day period after the facsimile delivery to the Company of the Notice of Exercise or Conversion or Notice of Exercise required in this AgreementNotice, as the case may be): No. of Business Days Late Liquidated Damages (in US$) ------------------------- --------------------------- 1 $300 2 $400 3 $500 4 $600 5 $700 6 $800 7 $900 8 $1,000 9 $1,250 10 $1,500 11+ $1,750 + $1,000 for each Business Day Late beyond 11 days Subject to the such Buyer's right, in its sole discretion, to add accrued liquidated damages on to the principal amount of the its Note (as provided in the Note), the Company shall pay the such Buyer any liquidated damages incurred under this Section 5(f5(e) by certified or cashier's check upon the earlier of (i) the issuance to the Buyer of the certificates certificate(s) with respect to which the damages accrued or (ii) each monthly anniversary of the receipt by the Company of the Buyer's Notice of Exercise or Conversion or Notice of ExerciseNotice, as the case may be. Nothing herein shall limit the a Buyer's right to pursue actual damages for the Company's failure to issue and deliver certificates to the Buyer in accordance with the terms of this Agreement or for breach by the Company of this Agreement.

Liquidated Damages for Non-Delivery of Certificates. In addition to --------------------------------------------------- the provisions of Section 5(e5(d) above, the Company understands and agrees that any delay in the issuance of the certificates beyond the Deadline will result in substantial economic loss and other damages to each applicable Buyer; provided that during the Buyerresolution of any dispute under Section 2(e) of the Warrant, the Deadline as to those shares of Common Stock subject to such dispute shall be suspended. As partial compensation to the each such Buyer for such loss, the Company agrees to pay liquidated damages (which the Company acknowledges is not a penalty) to the each such Buyer for issuance and delivery of the certificates after the Deadline, in accordance with the following schedule (where "No. of Business Days Late" is defined as the number of business days beyond five (5) business days from the date of delivery by the Buyer to the Company of a facsimile Notice of Conversion or Notice of Exercise or, if later, from the date on which all other necessary documentation duly executed and in proper form required for conversion of the Note or exercise of the Warrant has been delivered to the Company, but only if such necessary documentation has not been delivered to the Company within the three five (35) business day period after the facsimile delivery to the Company of the Notice of Conversion or Notice of Exercise required in this AgreementExercise): No. of Business Days Late Liquidated Damages (in US$) ------------------------- --------------------------- 1 $300 2 $400 3 $500 4 $600 5 $700 6 $800 7 $900 8 $1,000 9 $1,250 10 $1,500 11+ $1,750 + $1,000 for each Business Day Late beyond 11 days Subject to the each Buyer's right, in his or its sole discretion, to add accrued liquidated damages on to the principal amount of the his or its Note (as provided in the Note), the Company shall pay the applicable Buyer any liquidated damages incurred under this Section 5(f5(e) by certified or cashier's check upon the earlier of (i) the issuance to the such Buyer of the certificates with respect to which the damages accrued or (ii) each monthly anniversary of the receipt by the Company of the such Buyer's Notice of Conversion or Notice of Exercise, as the case may be. Nothing herein shall limit the a Buyer's right to pursue actual damages for the Company's failure to issue and deliver certificates to the Buyer in accordance with the terms of this Agreement or for breach by the Company of this Agreement.