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(d) above, the Company understands and agrees that a 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 (and 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. 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, if later, from the date on which all other necessary documentation duly executed and in proper form required for conversion of Notes as described in this Agreement, including the original Notice of Conversion, all in accordance with this Agreement only if such necessary documentation has not been delivered to the Company within the two (2) business day period after the facsimile delivery to the Company of the Notice of Conversion required in this Agreement)): No. 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 $1,000 10 $1,500 11+ $1,500 + $500 for each Business Day Late beyond 11 days The Company shall pay the Buyer any liquidated damages incurred as called for under this Section 5(e) by certified or cashier's check upon the earlier of (i) issuance of the Certificates to the Buyer or (ii) each monthly anniversary of the receipt by the Company of the Buyer's Notice of Conversion. Nothing herein shall limit the Buyer's right to pursue actual damages for the Company's failure to issue and deliver the 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(d) above, the Company understands and agrees that a any delay in the issuance 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 (and which the Company acknowledges is not a penalty) to the Buyer for issuance and delivery of the Certificates 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 three (53) business days from the date of delivery by the Buyer to the Company of a facsimile Notice of Conversion (Exercise or, if later, from the date on which all other necessary documentation duly executed and in proper form required for conversion exercise of Notes as described in this Agreement, including the original Notice of Conversion, all in accordance with this Agreement only if such necessary documentation Warrant has not been delivered to the Company within the two (2) business day period after the facsimile delivery to the Company of the Notice of Conversion required in this Agreement)): Company: 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 $1,000 1,250 10 $1,500 11+ $1,500 1,750 + $500 1,000 for each Business Day Late beyond 11 days The 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 as called for under this Section 5(e) by certified or cashier's check upon the earlier of (i) the issuance of the Certificates 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 ConversionExercise, 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 the Certificates 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(d) above, the Company understands and agrees that a delay in the issuance of any 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 (and 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. 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, if later, from the date on which all other necessary documentation duly executed and in proper form required for conversion of Notes as described in this Agreement, including the original Notice of Conversion, all in accordance with this Agreement only if such necessary documentation has not been delivered to the Company within the two (2) business day period after the facsimile delivery to the Company of the Notice of Conversion required in this Agreement)): : No. 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 $1,000 10 $1,500 11+ 11 $1,500 + $500 for each Business Day Late beyond 11 days The Company shall pay the Buyer any liquidated damages incurred as called for under this Section 5(e) by certified or cashier's check upon the earlier of (i) issuance of the Certificates relevant Certificate(s) to the Buyer or (ii) each monthly anniversary of the receipt by the Company of the Buyer's Notice of Conversion. Nothing herein shall limit the Buyer's right to pursue actual damages for the Company's failure to issue and deliver the 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 a person other than the Company or another person acting or purporting to act on behalf of the Company (including without limitation the Company's transfer agent) other than the Buyer or its agents (a "Delay Person") (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 delay past a Deadline caused by a Delay Person, then the Company shall not be responsible for liquidated damages as described in this Section 5(e)).